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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
PCAOB Regulatory Initiatives
Editor’s Note: James R. Doty is chairman of the Public Company Accounting Oversight Board. This post is based on Chairman Doty’s remarks at the Practising Law Institute’s 44th Annual Securities Regulation Conference, available here. The views expressed in this post are those of Chairman Doty and do not necessarily reflect the view of the PCAOB […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Regulators Materials, Speeches & Testimony
Tagged Accounting standards, Audits, Investor protection, PCAOB, Transparency
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Harvard’s Shareholder Rights Project is Still Wrong
A small but influential alliance of activist investor groups, academics and trade unions continues — successfully it must be said — to seek to overhaul corporate governance in America to suit their particular agendas and predilections. We believe that this exercise in corporate deconstruction is detrimental to the economy and society at large. We continue […]
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Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the SEC Government-Business Forum on Small Business Capital Formation in Washington, D.C., available here. The views expressed in this post are those of Commissioner Aguilar and do not necessarily reflect those […]
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Posted in Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Investor protection, SEC, Securities regulation
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Advancing Board Declassification in the 2013 Proxy Season
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), a clinical program at Harvard Law School, and Scott Hirst is the SRP’s Associate Director. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard […]
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Posted in Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Mandatory Clawback Provisions, Information Disclosure, and the Regulation of Securities Market
In the paper, Mandatory Clawback Provisions, Information Disclosure, and the Regulation of Securities Markets, forthcoming in the Journal of Accounting and Economics, I discuss the potential pitfalls of mandating that compensation be recouped from the executives of firms that are found to have engaged in material accounting misstatements. My discussion is motivated by recent evidence […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Boards of Directors, Clawbacks, Disclosure, Misreporting
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DOJ and SEC Issue FCPA Guidance
Last week, the Criminal Division of the Department of Justice and the Enforcement Division of the Securities and Exchange Commission released their long-awaited guidance on the application and enforcement of the U.S. Foreign Corrupt Practices Act. The release—a 120-page “Resource Guide”—confirms that FCPA enforcement remains a central priority of the U.S. government while simultaneously and […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Cravath, DOJ, FCPA, SEC, Securities enforcement
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The Sensitivity of Corporate Cash Holdings to Corporate Governance
In the paper, The Sensitivity of Corporate Cash Holdings to Corporate Governance, forthcoming in the Review of Financial Studies, my co-authors (Qi Chen, Xiao Chen, Yongxin Xu, and Jian Xue) and I analyze the change in cash holdings of a large sample of Chinese-listed firms associated with the split share structure reform that required nontradable shares held […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Cash reserves, China, Controlling shareholders, Governance reform, International governance
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Capital Plans and Stress Test Rules
On November 9, 2012, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued instructions and guidance for: the Comprehensive Capital Analysis and Review program for 2013 (“CCAR 2013”) applicable to the 19 bank holding companies (“BHCs”) with total assets of $50 billion or more that were previously subject to CCAR and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Stress tests
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2012 Shareholder Activism Insight Report
Schulte Roth & Zabel is pleased to present the 2012 edition of Shareholder Activism Insight, published in association with mergermarket. Based on a series of interviews with corporate executives and activist investors, this report highlights emerging trends in shareholder activism, as well as insights into the changing corporate landscape investors and executives will face in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Management, Proxy season, Shareholder activism, Shareholder proposals
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Accounting and Litigation Risk
In our paper, Accounting and Litigation Risk: Evidence from Directors’ & Officers’ Insurance Pricing, forthcoming in the Review of Accounting Studies, we study whether and how financial reporting concerns and traditional measures of corporate governance are priced by insurers that sell Directors’ and Officers’ (D&O) insurance to public firms. As D&O insurers typically assume the […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, D&O insurance, Financial reporting, Restatements, Risk
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