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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
Breaking Down FINRA’s Revised Proposed Fixed-Income Research Rule
In the fourth quarter of 2012, FINRA published Regulatory Notice 12-42 (the “Revised Proposal”), amending its proposal for substantive regulation of fixed-income research by FINRA-member firms. [1] The Revised Proposal represents the revision of FINRA’s earlier proposal, and modifies that proposal in meaningful ways. [2] Executive Summary: The Revised Proposal amends FINRA’s earlier proposal. In […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, FINRA, Institutional Investors, Securities regulation
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Leaning, Cleaning, and Macroprudence
Since the mid-1990s, and particularly since the global financial dramas of 2008-09, authorities on financial regulation have come increasingly to counsel the inclusion of macroprudential policy instruments in the standard ‘toolkit’ of finance-regulatory measures employed by financial regulators. The hallmark of this perspective is its focus not simply on the safety and soundness of individual […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, Financial crisis, Financial institutions, Financial regulation, Oversight
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Takeover Litigation in 2012
Takeover litigation continued unabated in 2012 according to our just released annual report Takeover Litigation in 2012. We find that 91.7% of transactions in 2012 experienced litigation almost at an almost identical rate as 2011 when 91.4% of transactions experienced litigation. This figure continues the increasing trend of takeover litigation which is now brought at […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Attorneys' fees, Delaware law, Jurisdiction, Merger litigation, Takeovers
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Friendly Tender Offers and Related Issues – A Teaching Tool
In late 2011, I had the privilege of chairing a panel presentation in New York City on negotiating acquisitions of public companies in transactions structured as friendly tender offers. In September 2012, I chaired a follow-up panel presentation on the same topic. Both presentations took place at the annual Institute on Corporate, Securities, and Related […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Negotiation, Public firms, Tender offer
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Bank Regulation and Supervision in 180 Countries from 1999 to 2011
Motivating an investigation of bank regulation and supervision is easy. One can point to the global banking crisis of 2007-2009, the banking problems still plaguing many European countries in 2013, and the more than 100 systemic banking crises that have devastated economies around the world since 1970. All these crises reflect, at least partially, defects […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Banks, Financial institutions, Financial policies, Financial regulation, International governance, World Bank
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London Whale is the Cost of Too Big to Fail
Editor’s Note: Mark Roe is the David Berg Professor of Law at Harvard Law School, where he teaches bankruptcy and corporate law. This post is Professor Roe’s recent op-ed written for The Financial Times, which can be found here. The report by the US Senate staff on JPMorgan Chase’s “London Whale” trades, delivered last Friday, excoriates the […]
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With valuations stabilizing and the M&A market heating up, a rebirth of stock-for-stock deals, after a long period of dominance for all-cash transactions, may be in the offing. If this happens, we expect to see renewed use of the term “merger of equals” (MOE) to describe some of these all-equity combinations. As a starting point, […]
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Posted in Mergers & Acquisitions, Practitioner Publications
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Financial Services Act 2012: A New UK Financial Regulatory Framework
The Financial Services Act 2012 (the “Act”), which comes into force on 1 April 2013, contains the UK government’s reforms of the UK financial services regulatory structure and will create a new regulatory framework for the supervision and management of the UK’s banking and financial services industry. The Act gives the Bank of England macro-prudential […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Financial institutions, Financial policies, Financial reform, Financial regulation, Financial Services Authority, FSA, International governance, LIBOR, UK
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Corporate America and the SEC Should Reflect America
Recently I have had the privilege to speak at a number of forums to discuss the importance of diversity and inclusion in corporate America and in government agencies such as the SEC. I strongly believe that regulators and corporate America should reflect the broad range of American society. The following remarks are a compilation of […]
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Posted in Boards of Directors, Practitioner Publications, Speeches & Testimony
Tagged Boards of Directors, Diversity, Public firms, SEC
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Class Certification and Federal Jurisdiction under CAFA: Supreme Court Ruling
The United States Supreme Court ruled unanimously that a plaintiff’s pre-class certification stipulation, under which plaintiff committed not to seek damages on behalf of the proposed class in excess of $5,000,000 (the federal jurisdictional threshold under the Class Action Fairness Act (“CAFA”)), cannot bind absent class members and therefore cannot be used to defeat federal […]
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Posted in Court Cases, Practitioner Publications
Tagged Class actions, Jurisdiction, Supreme Court, Swaps
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