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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
Defining a Joint Venture’s Scope of Business: Key Issues
Early in the discussions about whether and how to form a joint venture [1] — perhaps as the very first significant issue to be resolved — the potential joint venture partners [2] will try to agree on the scope of the venture’s business. That definition is usually embodied in one or more of the venture […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Joint ventures
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Insider Trading and the Scienter Requirement
On its face, the connection between insider trading regulation and the state of mind of the trader or tipper seems fairly intuitive. Insider trading is a form of market abuse: taking advantage of a material, non-public secret to which one is not entitled, generally in breach of some kind of fiduciary-like duty. It is an […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Insider trading, Securities fraud
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Regulation of OTC Derivatives Markets — EU vs US Initiatives
Both the EU and the US have now adopted the primary legislation which aims to fulfill the G20 commitments that all standardised over-the-counter (OTC) derivatives should be cleared through central counterparties (CCPs) by end 2012 and that OTC derivatives contracts should be reported to trade repositories (and the related commitments to a common approach to […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, EU, International governance, ISDA, MiFID, OTC derivatives
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Recent Circuit Court Opinions Impact SEC Enforcement Program
Four federal circuit courts recently issued a string of rulings that are likely to have an impact on the manner in which the Securities and Exchange Commission (“SEC”) seeks to police the financial markets and penalize alleged misconduct. The Courts of Appeals for the Second, Fifth, Ninth and Eleventh Circuits released four opinions, two of […]
Click here to read the complete postThe Supreme Court’s Recent Focus on 10b-5 Cases
Years from now, when historians write the history of the Roberts Court, perhaps they will be able to explain why, in the second half of the first dozen years of the 21st Century, the Supreme Court suddenly became so interested in taking up cases under the federal securities laws. Indeed, a review of recent private […]
Click here to read the complete postBoard Evolution: Progress Made, Yet Challenges Persist
Corporate directors have adjusted to significant changes in the governance environment during the last year. On the regulatory front, the Securities and Exchange Commission (SEC) continues to implement new rules stemming from the Dodd-Frank Act, causing companies to rethink and react. The voice of shareholders has never been louder, pressuring companies to adopt structural governance […]
Click here to read the complete postCherry Picking in Cross-Border Acquisitions
In the paper, Cherry Picking in Cross-Border Acquisitions, my co-author (Yao Lu of Tsinghua University) and I investigate how investor protection (IP) affects the allocation of foreign capital inflows at the firm level. A simple model provides an explanation for a well documented but little understood phenomenon on international capital flows—the tendency of foreign investors […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisitions, Cross-border transactions, Emerging markets, International governance, Investor protection
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California Court Acknowledges “Quasi-California Corporation” Decision
Companies incorporated outside of California but with significant California contacts (so-called “quasi-California corporations”) have struggled with exactly how to comply with the long-arm statute found in Section 2115 of the California Corporations Code. The statute purports to impose a number of provisions of the California Corporations Code on quasi-California corporations, including the state’s requirement to […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged California, Incorporations, Internal control
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Does the Revolving Door Affect the SEC’s Enforcement Outcomes?
In the paper, Does the Revolving Door Affect the SEC’s Enforcement Outcomes?, which was recently made publicly available on SSRN, my co-authors (Ed DeHaan of the University of Washington, Kevin Koh of Nanyang Technological University, and Shivaram Rajgopal of Emory University) and I examine whether revolving doors are associated with compromised regulatory oversight by the […]
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