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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
Second Circuit Opinion on Class Actions Under the Securities Act
On September 6, 2012, the United States Court of Appeals for the Second Circuit issued an important decision in NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 11-02762-cv (Sept 6, 2012) (“NECA-IBEW”), vacating in part the dismissal of a putative class action brought under §§ 11, 12(a)(2) and 15 of the Securities Act […]
Click here to read the complete postA Framework for Board Oversight of Enterprise Risk
Introduction In the aftermath of financial crises and a global recession, board oversight of enterprise risk continues to be a topical issue for board deliberation. The re-examination of the board’s role in the oversight of enterprise-wide risk has not been limited to investors or boards asking what could have been done to better understand and […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, CICA, Management, Oversight, Risk management
1 Comment
Innovation, “Pure Information,” and the SEC Disclosure Paradigm
My article, Too Complex to Depict? Innovation, ‘Pure Information,’ and the SEC Disclosure Paradigm, published in June in the 2012 symposium issue of the Texas Law Review, offers a new conceptualization of the SEC disclosure paradigm that has been in place since the Depression, shows how that paradigm has been undermined by the modern process […]
Click here to read the complete postSEC Division of Trading and Markets Issues Guidance on JOBS Act
On August 22, 2012, the SEC Division of Trading and Markets (the “Staff”) published answers to 14 frequently asked questions (“FAQs”) relating to certain provisions of Title I of the Jumpstart Our Business Startups Act, signed into law on April 5, 2012 (the “JOBS Act”), affecting research analyst and investment banking personnel conduct in connection […]
Click here to read the complete postDual Class Share Structures: The Next Campaign
The arguments over the merits of dual class share structures have been heating up of late. The issue has resurfaced as institutional investors have complained about the increasing number of IPO companies (Facebook, Groupon, Zynga being the most notable) who have gone public as dual class stock companies limiting the rights and influence of shareholders […]
Click here to read the complete postFederal Banking Agencies Publish Federal Register Versions of Capital NPRs
On August 30, 2012, the Board of Governors of the Federal Reserve System (the “FRB”), the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation (the “Agencies”) published in the Federal Register three notices of proposed rulemaking (the “NPRs”, and the rules proposed by the NPRs, the “Proposed Rules”) [1] that […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial regulation
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Allocating Risk Through Contract: Evidence from M&A and Policy Implications
Risk allocation provisions (RAPs) are an important part of M&A contracts. In a new research paper, Allocating Risk Through Contract: Evidence from M&A and Policy Implications, I analyze those provisions in the contracts for a representative sample of deals for US targets, and find both wide variation but also clear patterns in when they are […]
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Posted in Academic Research, HLS Research, Mergers & Acquisitions
Tagged Contracts, Information asymmetries, Risk
2 Comments
September 2012 Dodd-Frank Progress Report
This posting, the September 2012 Davis Polk Dodd-Frank Progress Report, is one in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, Dodd-Frank Act, Mortgage lending, Risk management, SEC, SEC rulemaking
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Does Macropru Leak? Evidence from a UK Policy Experiment
How can governments limit excessive and unstable credit growth? Should they raise capital requirements for banks? In our recent NBER working paper, Does Macropru Leak? Evidence from a UK Policy Experiment, we address these questions using evidence from a policy experiment in the UK. The minimum capital ratio requirements that national regulatory authorities impose on […]
Click here to read the complete postInvesting in Good Governance
Editor’s Note: Lucian Bebchuk is a Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. This post is based on an op-ed article by Professor Bebchuk published today in the New York Times DealBook, available here. The op-ed builds on a forthcoming article with Alma Cohen […]
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Posted in Op-Eds & Opinions
Tagged Corporate governance, Earnings announcements, Learning, Stock analysts
2 Comments