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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
Proposed Amendments to Delaware Law Would Facilitate Tender Offer Structures
The Delaware bar has recently proposed an amendment to the Delaware General Corporation Law that is likely to facilitate the use of tender offer structures, especially in private equity deals. The new proposed Section 251(h), which is expected to be approved by the legislature and governor with an effective date of August 1, would permit […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Delaware law, Delaware legislation, DGCL, Private equity, Shareholder voting, Tender offer
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Inefficient Results in the Market for Corporate Control
In my article on Inefficient Results in the Market for Corporate Control: Highest Bidders, Highest-Value Users and Socially-Optimal Owners, I argue that, unlike in most other markets, in the market for corporate control allocating resources to the highest bidder will often not produce an efficient result. That is, because of unusual features of that market, […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Bidders, Efficiency, Strategic buyers, Target firms
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36 Declassification Proposals Going to a Vote in April and May
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is Counsel at the SRP. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly […]
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Posted in Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Bank Corporate Governance and the New Supervisory Framework
Having transformed U.S. bank regulation, Dodd-Frank implementation is now reshaping bank corporate governance. Recent rulemakings and proposals by the Board of Governors of the Federal Reserve System (Federal Reserve) point to a far more prescriptive approach to corporate governance for significant bank holding companies and significant foreign banking organizations with U.S. operations (FBOs) than traditionally […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Banks, Boards of Directors, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Management
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Better Governance of Financial Institutions
Banks are special, so is corporate governance of banks. It differs considerably from general corporate governance. Specific corporate governance needs exist also for insurance companies and other financial institutions. This article, Better Governance of Financial Institutions, analyzes the economic, legal and comparative research on governance of financial institutions and covers the reforms by the European […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Financial institutions, Financial reform, Financial regulation, General governance, International governance
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JOBS Act Quick Start
In our recently published book, JOBS Act Quick Start (published by the International Financial Law Review), we provide readers with a context for understanding the significance of the Jumpstart Our Business Startups (JOBS) Act as both a recognition of the changes in capital markets over the last decade and catalyst for a broader dialogue regarding […]
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Posted in Practitioner Publications, Securities Regulation
Tagged IPOs, JOBS Act, Securities regulation
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The Effect of Managers’ Professional Experience on Corporate Cash Holdings
In our paper, Looking in the Rear View Mirror: The Effect of Managers’ Professional Experience on Corporate Cash Holdings, which was recently made publicly available on SSRN, we study the role of managers’ professional experience in financial decision making, focusing on one of the most debated corporate policies in recent years – cash savings. We […]
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Posted in Academic Research, Empirical Research
Tagged Cash reserves, Decision-making, Liquidity, Management
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Becoming the Fifth Branch
In our article Becoming the Fifth Branch, we argue that financial self-regulation has changed dramatically and problematically in the past few years. Financial self-regulatory organizations (SROs), such as FINRA and the Chicago Mercantile Exchange’s regulatory arm, are transforming from “self-regulatory” into “quasi-governmental” organizations. We believe this evolution, moreover, may become a serious problem for the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Financial institutions, Financial regulation, Regulators, SROs
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Swap Trading in the New Regulatory World
As a result of the Dodd-Frank Act, the over-the-counter derivatives markets have become subject to significant new regulatory oversight. As the markets respond to these new regulations, the menu of derivatives instruments available to asset managers, and the costs associated with those instruments, will change significantly. As the first new swap rules have come into […]
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Posted in Derivatives, Practitioner Publications
Tagged Asset management, Dodd-Frank Act, OTC derivatives, Swaps
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The New Market in Debt Governance
Scholars have traditionally assumed that lenders that protect themselves using credit derivatives like credit default swaps (CDS) have limited interest in debt governance. The rationale behind this proposition seems straight-forward. Lenders that have bought credit protection should have little incentive to invest in monitoring and disciplining a borrower where they know they will be repaid […]
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Posted in Academic Research, Derivatives
Tagged Corporate debt, Corporate governance, Credit default swaps, Derivatives
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