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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SRP-Represented Investors Responsible for 36% of Successful 2012 Shareholder Proposals
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. According to a recent news […]
Click here to read the complete postAbolishing IPOs and Harnessing Private Markets in the Public Good
In my paper, Revisiting “Truth in Securities Revisited”: Abolishing IPOs and Harnessing Private Markets in the Public Good, I explore the possibility of doing away with initial public offerings. In their place, I propose an expanded system of company registration under which companies would have to trade in private markets for a seasoning period, with […]
Click here to read the complete postTwo-Year Dodd-Frank Progress Report
This posting, the Davis Polk Two-Year Anniversary Dodd-Frank Progress Report, is one in a series of Davis Polk presentations that graphically track the rulemaking required by the Dodd-Frank Act. The Progress Reports are prepared using data from the Davis Polk Regulatory Tracker™, an online subscription service offered by Davis Polk to help market participants understand […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, Federal Reserve, SEC, SEC rulemaking
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Caution Needed as New Regulatory Regime Takes Shape
Editor’s Note: Troy A. Paredes is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Paredes’ statement at a recent conference of the Society of Corporate Secretaries & Governance Professionals, which is available here. The views expressed in the post are those of Commissioner Paredes and do not necessarily […]
Click here to read the complete postCorporate Integrity at a Crossroads
Executive Summary We are mindful that, as we share the results of this groundbreaking survey of financial services professionals in two of the world’s key financial markets, we approach the fourth anniversary of the collapse of Lehman Brothers, the harbinger of the global financial crisis. In the wake of that crisis, numerous countries have examined–and […]
Click here to read the complete postDivisional Managers and Internal Capital Markets
In our paper, Divisional Managers and Internal Capital Markets, forthcoming in the Journal of Finance, we study the role of divisional managers in internal capital budgeting. While the capital budgeting process is one of the most fundamental corporate decisions, introduced at the very beginning of virtually any finance textbook, we still know relatively little about […]
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Posted in Academic Research, Empirical Research
Tagged Capital markets, Internal control, Management
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UK Takeover Panel Consultations
On July 5, 2012, the Code Committee of the U.K. Takeover Panel (the “Panel”) published three Public Consultation Papers (“PCPs”) setting out proposed amendments to the U.K. Takeover Code (the “Code”). The Code sets out binding rules for proposed takeovers of companies and is focused on ensuring a non-coerced choice by shareholders without input by […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Shareholder voting, Takeovers, UK, UK Takeover Code
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Common Stock Under Delaware’s Fair Value Standard
Delaware courts frequently are called upon to determine the “fair value” of a company’s stock. For a company whose capital structure includes preferred stock with a liquidation preference, there is the question of how to treat that liquidation preference when determining the per-share “fair value” of the common, the preferred, or some other specific class […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Delaware cases, Delaware law, Fair values, Liquidation, Pepper Hamilton
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Recent Federal Reserve Guidance Regarding Informal Pre-Filing Inquiries
The ability of U.S. banking organizations, as well as non-U.S. organizations that are subject to U.S. bank regulation (“banking organizations”), to obtain required U.S. bank regulatory approvals for acquisition transactions on a timely basis is absolutely critical to both buyers and sellers in such transactions. For a buyer, a failure to obtain the necessary approvals […]
Click here to read the complete postUK Equity Markets and Long-term Decision Making
In June 2011, the Secretary of State for Business, Innovation and Skills asked me to review activity in UK equity markets and its impact on the long-term performance and governance of UK quoted companies. The Review’s principal concern has been to ask how well equity markets are achieving their core purposes: to enhance the performance […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation
Tagged Securities regulation, Shareholder value, Stewardship, Stock performance, UK
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