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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
Derivatives Rules under the Dodd-Frank Act Affecting End-Users
Background — The Dodd-Frank Act Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for new Federal regulation of the swaps market, and, when fully implemented, is expected to make fundamental changes in the way the swaps market operates. Title VII seeks to reduce systemic risk, increase transparency […]
Click here to read the complete postInsider Trading via the Corporation
My paper, Insider Trading via the Corporation, recently posted on SSRN, critically examines the regulations applicable to U.S. firms trading in their own shares and puts forward a proposal for reform. Publicly-traded U.S. firms buy and sell a staggering amount of their own shares in the open market each year. Open-market repurchases (“OMRs”) alone total […]
Click here to read the complete postAider and Abettor Liability Standards in SEC Civil Enforcement Actions
On August 8, 2012, the Second Circuit issued an important decision in Securities and Exchange Commission v. Apuzzo, 2012 WL 3194303, clarifying the test the SEC must meet to establish aiding and abetting liability for a securities law violation. There previously had been uncertainty in the Second Circuit whether the SEC must prove that the […]
Click here to read the complete postMassachusetts Pension Reserves Investment Management Board and the Shareholder Rights Project Collaborate
Editor’s Note: Professor Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), 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 University. In a joint media release, […]
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Posted in Corporate Elections & Voting, Program News & Events
Tagged Board declassification, PRIM, Shareholder elections, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Strategic Risk Management: A Primer for Directors
As noted by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “In the aftermath of the financial crisis, executives and their boards realize that ad hoc risk management is no longer tolerable and that current processes may be inadequate in today’s rapidly evolving business world.” [1] However, especially for nonfinancial companies that may […]
Click here to read the complete postDo Courts Count Cammer Factors?
One of the key stages in many securities class actions is class certification. The most common path for plaintiffs to obtain certification includes showing that the market in which the securities at issue traded was efficient, leading to what, in 1988, the Supreme Court in Basic v. Levinson termed a “rebuttable presumption” of reliance common […]
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Posted in Court Cases, Empirical Research, Practitioner Publications, Securities Litigation & Enforcement
Tagged Efficiency, Securities litigation, Supreme Court
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“Publicness” in Contemporary Securities Regulation after the JOBS Act
In our article “Publicness” in Contemporary Securities Regulation after the JOBS Act, forthcoming in the Georgetown Law Journal, we focus on the ideologically-charged question of when a private enterprise should be forced to take on public status, an extraordinarily significant change in its legal obligations and freedom to maneuver. The JOBS Act, which became law […]
Click here to read the complete post“Say on Pay” in the 2012 Proxy Season
As the 2012 proxy season draws to a close, it is clear that executive compensation issues, particularly “say on pay,” again dominated the headlines. Though by some metrics say on pay was nearly a nonissue — after all, the median level of shareholder approval was around 90 percent, with fewer than 3 percent of U.S. […]
Click here to read the complete postPrivate Equity/Public Target Deals: Mid-Year Update
The large private equity buyer/public company segment of the U.S. M&A market (all cash deals over $500 million) was significantly affected in the first half of 2012 by troubles in the U.S., European and global economies. Only six transactions within our deal parameters were executed. Five of them had key deal terms generally consistent with […]
Click here to read the complete postThe Geography of Revlon-Land
In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., [1] the Delaware Supreme Court explained that when a target board of directors enters Revlon-land, the board’s role changes from that of “defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.” [2] Unfortunately, […]
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Posted in Academic Research, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Boards of Directors, Delaware articles, Delaware cases, Delaware law, In re Revlon, Takeover defenses, Takeovers, Target firms
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