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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Sustainability in the Boardroom: A 2013 Update
In a Director Note recently published, The Conference Board assesses how and to what extent social and environmental issues are integrated into the strategic agenda of the board of directors of U.S. public companies. The report is based on findings from a survey of 359 SEC-registered business corporations conducted by The Conference Board in collaboration […]
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Posted in Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Public firms, Sustainability, The Conference Board
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Fighting on Behalf of Investors Despite Efforts to Weaken Protections
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the North American Securities Administrators Association’s Annual NASAA/SEC 19(d) Conference; the full text, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Arbitration, Dodd-Frank Act, Investor protection, NASAA, Private enforcement, Regulators, Rule 506, SEC, Securities enforcement, Securities regulation
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How to Use Social Media for Regulation FD Compliance
Regulation FD, adopted by the SEC in 2000, prohibits “selective disclosure” by requiring public companies to disclose material information through broadly accessible channels. Thirteen years ago, this meant EDGAR filings, press releases and quarterly earnings calls. The SEC recently issued a report of investigation under Section 21(a) of the Securities Exchange Act of 1934 regarding […]
Click here to read the complete postEuropean Commission Proposes Amendments to Premerger Notification Regime
Last week, the European Commission announced proposed amendments to the notification forms that companies must complete to report mergers subject to antitrust review in the EU, with the stated intention of reducing burdens on filing parties. If adopted, the proposed changes would reduce the amount of information parties must provide in transactions that are unlikely […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, EU, European Commission, Filings, International governance
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Adoptive Expectations: Rising Sons in Japanese Family Firms
In our paper, Adoptive Expectations: Rising Sons in Japanese Family Firms, forthcoming in the Journal of Financial Economics, we examine a 40-year postwar panel of listed companies in Japan. In developed economies, inherited control is linked to poor firm performance (Morck, Stangeland, and Yeung, 2000; Smith and Amoako-Adu, 2005; Bertrand and Schoar 2006; Perez-Gonzalez, 2006; […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Corporate governance, Firm performance, Japan, Management
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Responding to Objections to Shining Light on Corporate Political Spending (3): The Claim that Political Spending is Good for Shareholders
The SEC is expected to consider a rulemaking petition requesting that the SEC develop rules requiring that public companies disclose their spending on politics. The petition has received significant support—including nearly half a million comment letters urging the SEC to act as advocated by the petition—but has also attracted opponents. In our article Shining Light […]
Click here to read the complete postTraditional Strategic Mergers Building Next Generation of Regional Bank Powerhouses
In 2013 we’ve seen the welcome return of healthy, growing community banks acting decisively to become regional players through transformative mergers. History has demonstrated the most successful banks have been built through thoughtful stock-for-stock mergers that pair two strong firms in a deal and governance structure that acknowledges the culture and contributions of each. Today’s […]
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Posted in Banking & Financial Institutions, Mergers & Acquisitions, Practitioner Publications
Tagged Banks
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Hedge Fund Governance
Concerns about the internal governance of hedge funds have dramatically increased in recent years. During the financial crisis of 2008, investors became frustrated when numerous hedge fund managers suddenly prevented them from withdrawing their capital yet nonetheless continued to charge them fees. Since the financial crisis, concerns about hedge fund governance have focused on transparency, […]
Click here to read the complete postThe European Single Supervisory Mechanism
Euro Area banks need credible financial backstops. The European Stability Mechanism (ESM) could contribute to the performance of this function but the direct recapitalization of Euro Area banks from this source has been made conditional upon common, high quality prudential supervision. Centralised supervision of the banking sector in the Euro Area is intended to be […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Central banking, EU, Europe, Financial regulation, International governance
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Executive Compensation 2012 Year in Review and Implications
Say on Pay Continues to Shape the Executive Pay Landscape An overwhelming 97% of Russell 3000 companies that conducted a Say on Pay (SOP) vote in 2012 received majority shareholder support. [1] While support levels rival those for management proposals to ratify auditors, companies do not take SOP vote outcomes for granted. Rather, the prospects […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation committees, Executive Compensation, Institutional Investors, ISS, Proxy advisors, QuickScore, Say on pay, Securities regulation, Shareholder voting
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