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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
Evaluating Large-Scale Asset Purchases
Editor’s Note: This post is based on the recent remarks of Jeremy C. Stein, a member of the Board of Governors of the Federal Reserve System, at the Brookings Institution; the full speech, including footnotes, is available here. I’d like to describe the framework I have been using to think about monetary policy in the […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Speeches & Testimony
Tagged Asset-backed securities, Federal Reserve, Financial policies, Treasury Department
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The Shareholder Base and Payout Policy
In our paper, The Shareholder Base and Payout Policy, forthcoming in the Journal of Financial and Quantitative Analysis, we examine the relation between the shareholder base and payout policy. Finance practitioners acknowledge that having a broad shareholder base is an important factor for many corporate decisions. For example, in a recent study of firm payout policy, Brav, […]
Click here to read the complete postPoliticized Proxy Advisers vs. Individual Investors
Editor’s Note: James R. Copland is the director of the Manhattan Institute’s Center for Legal Policy. This post is based on an article by Mr. Copland that first appeared in the Wall Street Journal. In the boardrooms of America’s largest corporations, a company with scarcely over $100 million in annual revenue and $10 million in […]
Click here to read the complete postDodd-Frank Whistleblower Provision and Court’s Broad Interpretation
On September 25, 2012, a federal judge in Connecticut resolved an apparent tension between the anti-retaliation provision of the Dodd-Frank Act (“Dodd-Frank” or the “Act”) and the definition of “whistleblower” under that Act in a way that broadly interprets the protections afforded to employees who report issues they “reasonably believe” constitute violations of the securities […]
Click here to read the complete postThe Future of Bailouts and Dodd-Frank
Editor’s Note: Peter J. Wallison is a senior fellow at the American Enterprise Institute. This post is based on an article by Mr. Wallison; the full article, including footnotes, is available here. In the first presidential debate, Mitt Romney identified the Dodd-Frank Act as the “biggest kiss” to Wall Street, opening a topic that has […]
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Posted in Banking & Financial Institutions, Financial Regulation
Tagged Bailouts, Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Too big to fail
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Redrawing the Public-Private Boundaries in Entrepreneurial Capital-Raising
In our article, Redrawing the Public-Private Boundaries in Entrepreneurial Capital Raising, we examine what the JOBS Act (enacted earlier this year) tells us about the division between the public and private spheres in securities regulation. On its face the JOBS Act broadly expands the private realm as defined by our national securities laws. It provides […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Disclosure, JOBS Act, PIPE, Securities regulation
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Delaware Court Finds Dissident Director Breached Duty of Loyalty
In an October 1, 2012, ruling in Shocking Technologies, Inc. v. Michael, the Delaware Court of Chancery held that a dissident director breached his fiduciary duty of loyalty by sharing confidential information with a third party and trying to discourage that third party from investing in the company. The court’s post-trial ruling came in spite […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board communication, Boards of Directors, Delaware cases, Delaware law, Dual-class stock, Duty of loyalty
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Financial Stability Regulation
Editor’s Note: Daniel K. Tarullo is a member of the Board of Governors of the Federal Reserve System. This post is based on Governor Tarullo’s recent remarks at the University of Pennsylvania Law School; the full speech, including footnotes, is available here. The views expressed in this post are those of Governor Tarullo and do […]
Click here to read the complete postControlled Companies in the S&P 1500: Performance and Risk Review
Editor’s Note: The following post comes to us from Sean Quinn, vice president of Institutional Shareholder Services, Inc. This post is based on a report by ISS and the Investor Responsibility Research Center Institute; the full publication is available here. Executive Summary At most U.S. firms, ownership is dispersedly-held and voting power is proportionate to […]
Click here to read the complete postFor Whom Golden Parachutes Shine
Golden parachutes, those packages that reward top executives if their company is acquired, have attracted much attention from investors and public officials for more than two decades. Defenders of golden parachutes believe that they provide executives with incentives to facilitate a sale of their companies. While the evidence confirms this, it indicates that golden parachutes […]
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Posted in Academic Research, HLS Research, Program News & Events
Tagged Acquisitions, Golden parachutes
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