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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
Characteristics of FDIC Lawsuits against Directors and Officers
This is the fourth in a series of reports that analyzes the characteristics of professional liability lawsuits filed by the Federal Deposit Insurance Corporation (FDIC) against directors and officers of failed financial institutions. Lawsuits may also be filed by the FDIC against other related parties, such as accounting firms, law firms, appraisal firms, or mortgage […]
Click here to read the complete postEnforcement Priorities in the Alternative Space
Editor’s Note: The following post comes to us from Bruce Karpati, chief of the Division of Enforcement, Asset Management Unit, at the U.S. Securities and Exchange Commission. This post is based on Mr. Karpati’s recent remarks before the Regulatory Compliance Association, which are available here. The views expressed in this post are those of Mr. Karpati […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Asset management, Compliance & ethics, Fiduciary duties, Fund managers, Hedge funds, Investment advisers, SEC, Securities enforcement
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Implications of New U.S. Derivatives Regulations on End-Users of Swaps
Introduction In the wake of the financial crisis, both the U.S. and the EU have enacted legislation to regulate the “over-the-counter” (“OTC”) swaps market and are in the process of adopting implementing rules that will make such legislation fully effective. In the U.S., Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act […]
Click here to read the complete postInternal Governance and Real Earnings Management
In the paper, Internal Governance and Real Earnings Management, which was recently made publicly available on SSRN, we examine whether key subordinate executives can restrain the extent of real earnings management. We focus on key subordinate executives, i.e., the top five executives with the highest compensation other than the CEO, because we hypothesize that they are […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Decision-making, Earnings management, Executive Compensation, General governance, Management
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2012 Trends in Securities Class Actions
The Steady Stream of Filings Has Continued Throughout 2012 The steady stream of federal securities class actions has continued unabated throughout 2012. [1] Through the end of November, 195 securities class actions were filed in federal courts—a pace that, if continued through December, would lead to a total of 213 cases for the full year. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities litigation, U.S. federal courts
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Runaway MAC Carve-outs
The definition of “material adverse change” plays a critical role in public company merger agreements, effectively defining the situations in which a buyer may walk away from the transaction. There is significant case law defining what is (or, much more commonly, what is not) a material adverse change, but the case law only serves to […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Adverse effects, Risk, Target firms
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The Procyclical Effects of Bank Capital Regulation
The basic argument about the procyclical effects of bank capital requirements is well-known. In recessions, losses erode banks’ capital, while risk-based capital requirements, such as those in Basel II, become higher. If banks cannot quickly raise sufficient new capital, their lending capacity falls and a credit crunch may follow. Yet, correcting the potential contractionary effect […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Basel Committee, Capital requirements, Credit supply, Financial regulation
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SEC and Actively Managed Exchange Traded Funds
Nearly three years after the U.S. Securities and Exchange Commission (“SEC”) effectively froze the creation of actively managed and leveraged exchange traded funds (“ETFs”) that utilize options, futures, swaps, and other derivatives as part of their investment strategies, the SEC has lifted the moratorium on the use of derivatives by actively managed funds while continuing […]
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Posted in Derivatives, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Derivatives, Exchange-traded funds, SEC, Securities regulation
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Court Rejects ERISA Challenge to Pension De-Risking Transaction
For many employers, underfunded defined benefit pension plans present significant ongoing challenges. These challenges arise not only because of the underfunding itself, but also because of the significant volatility that the underfunding can create on its balance sheet due to changes in interest rates and other key assumptions over time. An employer has always had […]
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Posted in Court Cases, Practitioner Publications
Tagged ERISA, Fiduciary duties, Pension funds, U.S. federal courts
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FINRA Issues Guidance for Private Placement Filings
On December 3, 2012, FINRA’s new Rule 5123 went into effect. [1] The Rule requires members selling securities issued by non-members in a private placement to file the private placement memorandum, term sheet or other offering documents with FINRA within 15 days of the date of the first sale of securities, or indicate that there […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Filings, FINRA, Private placements, Securities regulation
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