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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
Shareholder Litigation Involving Mergers and Acquisitions: February 2013 Update
This report looks at litigation challenging M&A transactions, filed by shareholders of large U.S. public target companies. These lawsuits usually take the form of class actions. Plaintiff attorneys typically allege that the target’s board of directors violated its fiduciary duties by conducting a flawed sales process that failed to maximize shareholder value. Common allegations include […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Merger litigation, Public firms, Shareholder suits
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The Supply and Demand for Safe Assets
In the recent NBER working paper, my co-author, Guillermo Ordoñez of the University of Pennsylvania, and I develop a model to examine the important role collateral plays in the economy. Where do safe assets come from? Empirical evidence suggests that the private sector creates more near riskless assets when the supply of government debt is […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis
Tagged Asset-backed securities, Bonds, Collateral, Debt, Financial crisis
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Delaware Federal Court Dismisses Say-on-Pay Case
Reaffirming that the advisory “say-on-pay” vote required by the Dodd-Frank Act cannot be used to attack directors’ executive compensation decisions, the United States District Court for the District of Delaware recently dismissed a derivative complaint brought after a negative say-on-pay vote. The court, applying Delaware law, found that the plaintiff had not pleaded facts sufficient […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Dodd-Frank Act, Executive Compensation, Say on pay, Shareholder voting, U.S. federal courts
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2013 Proxy Season Preview: Key Shareholder Proposals
The 2013 annual meeting season may lack the drama of last year’s Occupy protests and impending presidential election but it will still have its share of challenges for issuers. Revisions to proxy advisors’ pay models and peer groups are already spawning another round of supplemental proxies on Say-on-Pay (SOP), while threats of compensation disclosure strike […]
Click here to read the complete postCanada Proposes Improvements in Early Warning Disclosure, Rights Plans
The Canadian Securities Administrators (CSA) recently proposed changes to Canada’s early warning regime for the disclosure of substantial blockholdings, including to lower the initial reporting trigger to 5% from 10%, to require disclosure no later than the opening of trading on the next business day, and to include equity equivalent derivatives and securities lending arrangements […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Blockholders, Canada, Disclosure, Schedule 13D, Securities regulation, Shareholder activism
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Perceived Bank Competition
How competition affects firm performance is a central question of economics. As in other sectors, competitive pressure in the banking sector can influence the efficiency of bank operations, the quality of financial products, and the extent of innovation. However, unique to the financial sector is the potential link between competition and financial stability. Does bank […]
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Posted in Academic Research, Banking & Financial Institutions
Tagged Bank loans, Banks, Risk-taking
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Second Circuit Orders Argentina to Submit a Payment Proposal
The Second Circuit has ordered Argentina to submit a payment proposal, following oral argument in the NML v. Argentina appeal. As we reported in a February 28 note, the three-judge panel of the Second Circuit expressed interest in whether an alternative Ratable Payment formula might be appropriate – one that would provide for equitable payments […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Argentina, Bondholders, NML Capital v. Bank of Argentina, U.S. federal courts
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SEC Expands Probe into Rule 10b5-1 Plans
Recent press stories have revived speculation that corporate insiders may be abusing rule 10b5-1 trading plans to reap unfair profits from inside knowledge of their companies. [1] The SEC is reported to have expanded its probe beyond trades highlighted by the press to cover a larger range of executive trading activity. [2] Other regulators have […]
Click here to read the complete postCorporate Law and Economic Stagnation
The book, “Corporate Law and Economic Stagnation: How Shareholder Value and Short-termism Contribute to the Decline of the Western Economies” (Eleven International Publishers, 2013), introduces three hypotheses that put corporate law on the map of the causes of the current economic crisis and introduces a normative legal concept, “Long Governance” that can help take the […]
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Posted in Academic Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Corporate governance, Financial crisis, International governance, Shareholder value
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