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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
The Trouble with Basic: Price Distortion after Halliburton
The Supreme Court’s decision in Basic, Inc. v. Levinson is widely credited with spawning a vast industry of securities fraud litigation by removing the requirement of individualized proof of reliance as an obstacle to class certification. Modern criticisms of private litigation coupled with questions about the validity of the economic premises on which Basic relied […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Class actions, Efficiency, Securities fraud, Securities litigation, Supreme Court
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Trendsetter Barometer — Business Outlook Report
Quarterly Highlights PwC commissioned independent research firm BSI Global Research Inc. to interview 243 chief executive officers (CEOs/CFOs) of leading privately held US businesses in the second quarter of 2012. The interviewees were asked about their current business performance, the state of the economy, and their expectations for business growth over the next 12 months. […]
Click here to read the complete postFrom Independence to Politics in Financial Regulation
The dominant paradigm in the U.S. financial regulatory apparatus has long centered on independent agencies like the Federal Reserve, the FDIC, and the SEC. Compared to politically controlled appointees, theorists argue, independent bureaucrats offer invaluable advantages, such as greater expertise and the ability to prioritize long-term policy goals over immediate gains. Since the early 1990s, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Dodd-Frank Act, Financial crisis, Financial institutions, Financial reform, Financial regulation, International governance, Systemic risk
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Lawsuit Against Short Sellers Dismissed on Constitutional Grounds
On August 16, 2012, New York Supreme Court Justice Carol R. Edmead dismissed a defamation action brought by Silvercorp Metals Inc. (“Silvercorp”), a publicly-traded company, against a hedge fund and a group of other defendants who issued negative reports opining that Silvercorp might be engaging in fraud. This decision has important ramifications for professional investors […]
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Posted in Court Cases, Practitioner Publications
Tagged Hedge funds, Short sales
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Lessons from the Wet Seal Consent Solicitation
Editor’s Note: Greg Taxin is managing director of Clinton Group, Inc. On Friday, October 5, 2012, the Wet Seal (Nasdaq: WTSLA) made an unusual announcement: a majority of its board had agreed to step down and be replaced by nominees selected by a shareholder. It did so even though its board had been duly elected […]
Click here to read the complete postGood Walls, Better Compliance: OCIE’s Report
On September 27, 2012, the Staff of the SEC’s Office of Compliance Inspections and Examinations published a summary of examinations conducted by the SEC, the NYSE and FINRA of information barriers and practices of nineteen broker-dealers, including six of the largest broker-dealers. FINRA’s examinations included a review of the practices of smaller broker-dealers that focus […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Inside information, SEC, Securities enforcement, Securities regulation
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Bank Recovery and Resolution: What About Shareholder Rights?
In the post-financial crisis regulatory reforms, emphasis has been placed on creating recovery and resolution frameworks for banks, which ensure that the costs of failure are born by private parties (primarily shareholders), instead of taxpayers and the wider economy. Supervisors have (or will have) extensive powers on banks, e.g. to remove and replace directors, to […]
Click here to read the complete postEquity Decoupling and Empty Voting: The TELUS Zero-Premium Share Swap
In a series of articles, Henry Hu and I developed and defined the concept of empty voting. TELUS Corp. has separate classes of voting and nonvoting shares. It proposes to combine them, with a zero premium for voting shares. Mason Capital has taken a (long voting shares, short nonvoting shares) position, is thus long the […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Dual-class stock, Empty voting, Shareholder voting
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Regulatory Capital Estimation Tool: Observations
On September 24, 2012, the federal banking agencies released the “Regulatory Capital Estimation Tool,” intended to help community banking and thrift organizations estimate the overall impact on their capital levels of the proposed revisions to the U.S. regulatory capital rules that were published this past summer. [1] The tool will serve at least two purposes. […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation
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