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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
Supreme Court on Statute of Limitations for SEC Enforcement Actions
Gabelli v. Sec. & Exch. Comm’n, No. 11-1274 (U.S. Feb. 27, 2013) In a unanimous opinion authored by Chief Justice Roberts, the U.S. Supreme Court held that the five-year limitations period that governs SEC enforcement actions begins to run when the alleged fraud is complete. The Court reversed the Second Circuit on the issue, which […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Discovery, Market timing, SEC, Securities enforcement, Securities fraud, Supreme Court
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Supreme Court Rules on Proof of Materiality for Class Certification
On February 27, 2013, in a 6-3 decision, the Supreme Court of the United States held in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds that a securities fraud plaintiff alleging fraud on the market need not establish the materiality of an alleged fraudulent statement in order to obtain class certification. Justice Ginsburg delivered […]
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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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What Motivates Minority Acquisitions?
What motivates minority acquisitions? We study the trade-off between minority acquisitions, involving less than 50% of the target, and majority acquisitions in the forthcoming Review of Financial Studies paper, “What Motivates Minority Acquisitions? The Trade-Offs between a Partial Equity Stake and Complete Integration.” Minority acquisitions have been shown to facilitate cooperation between two independent firms. […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisitions, Equity-based compensation, Incentives, Management
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Prominent Role for Leverage Ratio in Capital Framework
Introduction As the banking industry emerges from the 2008 financial crisis, there is no question that it caused great strain on banks of all sizes. Hundreds of community banks failed, and the largest institutions were unable to continue operating without massive, unprecedented government intervention. This region in particular experienced the full impact of the crisis […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Basel Committee, Capital requirements, Capital structure, FDIC, Financial crisis, Financial institutions, Financial regulation, Leverage, Risk management
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Regulation FD in the Age of Facebook and Twitter
The Staff of the Securities and Exchange Commission has announced its intention to recommend to the Commission that enforcement proceedings alleging a violation of Regulation FD be instituted against Netflix, Inc. and its CEO, Reed Hastings, because of a posting on Mr. Hastings’ personal Facebook page. Mr. Hastings’ webpage had more than 200,000 followers, including […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Materiality, Regulation FD, SEC, SEC enforcement, Social networks, Wells notice
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Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups
Venture capitalists (VCs) play a significant role in the financing of high-risk, technology-based business ventures. VC exits usually take one of three forms: an initial public offering (IPO) of a portfolio company’s shares, followed by the sale of the VC’s shares into the public market; a “trade sale” of the company to another firm; or […]
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Posted in Academic Research, HLS Research, Mergers & Acquisitions
Tagged Acquisitions, Entrepreneurs, IPOs, Liquidation, Venture capital firms
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Don’t Cry for Argentine Bondholders
An update on the final round of appellate filings in the NML v. Argentina appeal. On January 25, briefs were filed with the Second Circuit on behalf of two groups of plaintiff-appellees in the appeal from District Court Judge Griesa’s November 21 injunction, NML and Aurelius. And on February 1, four sets of reply briefs […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Argentina, Banks, Bondholders, FSIA, NML Capital v. Bank of Argentina, Sovereign debt, U.S. federal courts
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Bite the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy
The activist-hedge-fund attack on Apple—in which one of the most successful, long-term-visionary companies of all time is being told by a money manager that Apple is doing things all wrong and should focus on short-term return of cash—is a clarion call for effective action to deal with the misuse of shareholder power. Institutional investors on […]
Click here to read the complete postThe 2013 Director Compensation and Board Practices Report
The Conference Board, NASDAQ OMX and NYSE Euronext jointly released the 2013 edition of Director Compensation and Board Practices, a benchmarking study with more than 150 corporate governance data points searchable by company size (measurable by revenue and asset value) and 20 industrial sectors. The report is based on a survey of public companies registered […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Director compensation, General governance, NASDAQ, NYSE, Public firms, The Conference Board
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FDIC’s Progress on Wall Street Reform
The economic dislocations experienced in recent years, which far exceeded any since the 1930s, were the direct result of the financial crisis of 2007-08. The reforms enacted by Congress in the Dodd-Frank Act were aimed at addressing the causes of the crisis. The reforms included changes to the FDIC’s deposit insurance program, a series of […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, FDIC, Financial reform
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