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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Federal Reserve Board Approves Final Rule for Nonbank Firms
On April 3, the Federal Reserve Board (“Board”) published a final rule (“Rule”) specifying when a financial company that may be made subject to systemic regulation under Title I of the Dodd-Frank Wall Street Accountability and Consumer Protection Act (“Dodd-Frank Act”) is “predominantly engaged in financial activities” for purposes of being designated for systemic regulation […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation
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Apple’s Cash-Flow Problem
I recently examined the problem of corporate short-termism from two nonstandard angles. One was that some short-termism is sensible. Large firms face an increasingly fluid economic, technological, and political environment – owing to more global and competitive markets, to the greater potential of technological change to alter firms’ business environment, and to governments’ growing influence over […]
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Posted in Academic Research, HLS Research, Op-Eds & Opinions
Tagged Cash flows, Shareholder activism, Short-termism
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Bank Regulators Tackle Leveraged Lending
On March 22, 2013, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), and the Federal Deposit Insurance Corporation (FDIC) (collectively, the “bank regulators”) released their final guidance on leveraged lending activities. [1] The final guidance does not deviate significantly from the proposed guidance released […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial institutions, Financial regulation, Leverage, OCC, Risk management, Underwriting
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Getting Back to Basics with Rule 10b5-1 Trading Plans
In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the affirmative defense provisions adopted by the U.S. Securities and Exchange Commission (SEC) pursuant to Rule 10b5-1 under the Securities […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Council of Institutional Investors, Insider trading, Rule 10b-5-1, SEC, SEC rulemaking, Securities regulation
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Delaware M&A Quarterly
In this issue, we discuss several cases of significance to the M&A practice, including In re Ancestry.com, In re Bioclinica, In re BJ’s Wholesale Club, Kallick v. Sandridge Energy and Meso Scale Diagnostics v. Roche Diagnostics, as well as some market trends that may be of interest. Board Enjoined From Impeding Consent Solicitation Until It […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law
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Rethinking “One Share, One Vote”
“One-share, one-vote,” a bedrock principle of Anglo-Saxon corporate governance, is back in the spotlight. Except this time the aim is to diminish its application rather than to extend its global footprint. Rising short-termism among investors — which threatens to destabilize both companies and the wider economy — is prompting a reconsideration of the principle that […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Dual-class stock, Shareholder rights, Shareholder voting, Short-termism
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A Few Observations in the Private Fund Space
I have had the great pleasure over the last year or so to work with Dana [Fleischman, Chair of the Trading and Markets Subcommittee] and other members of the Trading and Markets Subcommittee and other ABA groups on a number of initiatives surrounding one broad and oftentimes tricky question: when is a person required to […]
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Posted in Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Private equity, Private funds, Registration exemptions, Rule 15a-6, SEC, Securities regulation
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SEC Issues SOX 402 Guidance
The SEC staff for the first time issued interpretive guidance regarding Section 402 of the Sarbanes-Oxley Act of 2002 (SOX). To date, in the absence of authoritative guidance, issuers have largely steered clear of activities arguably within the ambit of SOX 402’s prohibition on personal loans to officers and directors. The staff’s new letter provides a […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation regulation, Equity-based compensation, Management, SEC, Securities Act, SOX
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Judicial Review and Gains of Minority Shareholders in Freeze-Out Transactions
Freeze-outs have been subject to different standards of judicial review in Delaware since 2001, when the Delaware Chancery Court, in In re Siliconix Inc. Shareholders Litigation, Civ. A. No. 18700, 2001 WL 716787 (Del. June 19, 2001), introduced a distinction based on the form in which the transaction is executed. In particular, in Siliconix, the […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, Freezeouts, Minority shareholders, Tender offer
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Dealmaking in a Distressed Environment
The topic of this outline is mergers and acquisitions where the target company is “distressed.” Distress for these purposes generally means that a company is having difficulty dealing with its liabilities—whether in making required payments on borrowed money, obtaining or paying down trade credit, addressing debt covenant breaches, or raising additional debt to address funding […]
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Posted in Bankruptcy & Financial Distress, Mergers & Acquisitions, Practitioner Publications
Tagged Debt, Distressed companies, Target firms
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