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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
Who Lives in the C-Suite?
In our paper, Who Lives in the C-Suite? Organizational Structure and the Division of Labor in Top Management, which was recently made publicly available on SSRN, we show that top management structures in large US firms have changed significantly since the mid-1980s. Using panel data on senior management positions, we explore the relationship between changes […]
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Posted in Academic Research
Tagged Diversification, Management
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Plaintiffs’ Lawyers Target “Say-on-Pay” Disclosures in Annual Proxy Statements
This post addresses an emerging litigation trend that entails a higher degree of litigation risk than in past years. Companies familiar with shareholder litigation in the context of mergers and acquisitions transactions know that virtually all material corporate transactions attract plaintiffs’ lawyers who, suing on behalf of shareholders, allege that proxy materials published ahead of […]
Click here to read the complete postCollateral Consequences of the UBS and RBS LIBOR Settlements
In 2002, Arthur Andersen LLP collapsed in the wake of an obstruction of justice conviction. Since then, conventional wisdom has been that the U.S. Department of Justice (DOJ) resists filing criminal charges against large business entities because of fears of another similar failure. Indeed, the DOJ has consistently acknowledged that it considers such risks, and […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Corporate crime, Corporate fraud, DOJ, Financial institutions, LIBOR
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Dealing with the SEC’s Focus on Protecting Whistleblowers
As a public company executive officer or general counsel, how should you deal with a disgruntled employee who is or could be an award-seeking SEC whistleblower? The short answer is, of course, very carefully. For the longer answer, read on. The SEC’s Cultivation of Whistleblowers Corporate managers and the SEC tend to have very different […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Dodd-Frank Act, Public firms, SEC, Securities enforcement, SOX, Whistleblowers
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Alignment of General and Limited Partner Interests in PE Funds
There are arguably two broad objectives to the governance of any entity including private equity (PE) funds: i) effective and accountable decision-making and ii) aligning interests of different stakeholders. This article focuses on the second of these objectives describing in more detail the difficulties in aligning interests between a general partner (GP) and a limited […]
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Posted in Academic Research, Private Equity
Tagged General governance, Partnerships, Private equity
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Challenges for the SEC’s Independence
On a number of occasions since returning to the SEC as a Commissioner, I’ve spoken about the Commission’s priorities, both in terms of what the Commission is doing and what it should be doing in order effectively to carry out its mandate to protect investors, ensure fair and efficient markets, and facilitate capital formation. Needless […]
Click here to read the complete postImportant Questions about Activist Hedge Funds
In what can only be considered a form of extortion, activist hedge funds are preying on American corporations to create short-term increases in the market price of their stock at the expense of long-term value. Prominent academics are serving the narrow interests of activist hedge funds by arguing that the activists perform an important service […]
Click here to read the complete postEU Reaches Deal on Proposed Ratio Cap on Bank Bonuses
On 27 February 2013 the European Union (“EU”) reached a provisional deal on imposing a cap on the variable remuneration that can be paid by financial institutions in the EU. If, as expected, this provisional deal is formally approved by the EU Parliament and Council later this year, far-reaching changes will need to be implemented […]
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Posted in Banking & Financial Institutions, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banker bonuses, Banks, EU, Executive Compensation, Financial institutions, International governance, Remuneration
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Optimal Corporate Governance in the Presence of an Activist Investor
In our paper, Optimal Corporate Governance in the Presence of an Activist Investor, forthcoming in the Review of Financial Studies, we provide a model of governance in which a board arbitrates between an activist investor and a manager facing reputational concerns. Shareholder activism to force policy changes at publicly-traded firms represents an increasingly important dimension […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged General governance, Internal control, Management, Reputation, Shareholder activism
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Materiality and Class Certification in Fraud-on-the-Market Cases
In Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, 2013 WL 691001 (Feb. 27, 2013), the Supreme Court of the United States decided a significant issue concerning the requirements for class certification in actions based on alleged misrepresentations in violation of the federal securities laws. Under Amgen, a plaintiff in such an […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Materiality, Rule 10b-5, Securities fraud, Securities litigation, Supreme Court
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