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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
Conflict of Interest, Secrecy and Insider Information of Directors
This article concentrates on conflict of interest, secrecy and insider information of corporate directors in a functional and comparative way. The main concepts are loans and credit to directors, self-dealing, competition with the company, corporate opportunities, wrongful profiting from position and remuneration. Prevention techniques, remedies and enforcement are also in the focus. The main jurisdictions […]
Click here to read the complete postWhat Works Best in Pay for Performance Analysis
Executive Summary Pay for performance. As the dust settles from year two of Say on Pay proxy voting, and more companies coalesce around accepted pay practices, the top issue for both shareholders and companies is whether pay is aligned with performance. While there is general acceptance that the performance side of that equation should primarily […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Disclosure, Equity-based compensation, Executive Compensation, Farient Advisors, Pay for performance
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EU AIFMD: UK Implementation Update
The UK Financial Services Authority Publishes Consultation Paper on Implementation of AIFMD On November 14, 2012, the UK Financial Services Authority (“FSA“) published the first part of its long-awaited consultation paper “CP 12/32 Implementation of the Alternative Investment Fund Managers Directive (“AIFMD“) Part 1” (“CP 32“). [1] This post summarises key points from CP 32 […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged EU, Financial regulation, FSA, Fund managers, International governance, UK
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Personal Jurisdiction Over Non-U.S. Financial Institutions
Summary On November 20, 2012, the New York Court of Appeals issued an opinion that is of substantial importance to international banks and financial institutions that maintain and use correspondent banking accounts in New York. In Licci v. Lebanese Canadian Bank, SAL (N.Y. Nov. 20, 2012), the Court of Appeals held that a non-U.S. bank’s […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Banks, Cross-border transactions, Financial institutions, Foreign banks, Jurisdiction
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R&D and the Incentives from Merger and Acquisition Activity
In the paper, R&D and the Incentives from Merger and Acquisition Activity, forthcoming in the Review of Financial Services, my co-author (Alexei Zhdanov of the University of Lausanne and the Swiss Finance Institute) and I examine how the incentives to innovate differ between large and small firms and whether the M&A market hinders or promotes […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Incentives, Innovation, R&D
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Survey of Mutual Fund Support for Corporate Political Disclosure
The Center for Political Accountability released on December 10, 2012 its annual survey of mutual fund support for corporate political disclosure. The analysis, which is available on CPA’s website, reviewed how 40 of the largest mutual fund families voted on shareholder resolutions that asked for disclosure of political spending based on the CPA model. The […]
Click here to read the complete postFiduciary Duties as Default Standard Under Limited Liability Company Act
In the recent decision Gatz Properties LLC v. Auriga Capital Corporation, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s January 2012 decision in Auriga Capital Corporation v. Gatz Properties. In January of this year, the Court of Chancery held that a controlling member and manager of a limited liability company breached his fiduciary […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Delaware legislation, Fiduciary duties, Liability standards
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Recent Developments in Money Market Funds
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement by Commissioner Aguilar available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the […]
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Posted in Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Money market funds, SEC, Securities regulation, Systemic risk, Transparency
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SEC Investigations and Securities Class Actions: An Empirical Comparison
In our paper, SEC Investigations and Securities Class Actions: An Empirical Comparison, we compare investigations by the SEC with securities fraud class action filings involving public companies. Critics of securities class actions commonly contrast those suits with enforcement actions brought by the SEC. According to those critics, the SEC is superior to plaintiffs’ lawyers both […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Class actions, Public firms, SEC enforcement, SEC investigations, Securities fraud
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