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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Task Force on Commercial Litigation in the 21st Century
As the Commercial Division of the New York Supreme Court approaches its twentieth anniversary in a significantly changed world, the Chief Judge constituted this Task Force to ensure that the New York Judiciary helps our State retain its role as the preeminent financial and commercial center of the world. The rule of law and the […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Commercial litigation
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FSB Reports Regulatory Reform Is Advancing, But Slowly
On June 19, 2012, the Financial Stability Board (FSB) issued a progress report to the G20 Leaders on the steps FSB member nations have taken to implement financial reforms designed to improve the stability of the global financial system. The FSB reviewed, among other things, its members’ Basel implementation, adoption of resolution-planning regimes, oversight of […]
Click here to read the complete postThe Pension System and the Rise of Shareholder Primacy
In the paper, The Pension System and the Rise of Shareholder Primacy, which was recently made publicly available on SSRN, I explore the influence of the pension system on corporate governance, particularly shareholder primacy and the relationship between corporations and their employees. Today it is widely accepted among business managers, scholars of corporate law and […]
Click here to read the complete postOnline Shareholder Participation in Annual Meetings
Introduction It is a generally accepted cornerstone of sound corporate governance that shareholder participation is a key component of a successful annual meeting of shareholders. State laws require companies to hold annual meetings of their shareholders to elect directors and act upon other matters properly brought before the meeting. From a governance perspective, the annual […]
Click here to read the complete postSEC Approves FINRA Private Placement Rule
On June 7, 2012, the US Securities and Exchange Commission (“SEC”) approved FINRA Rule 5123 governing regulation of broker-dealer participation in private placements of securities. The new rule will require member firms to file certain disclosure documents and material amendments to previous disclosure documents with the Financial Industry Regulatory Authority, Inc. (“FINRA”). Introduction On June […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, FINRA, Private placements, SEC
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CFTC’s Expanded Jurisdiction Over Swaps May Capture Certain REITs
As a result of the pending expansion of the jurisdiction of the Commodity Futures Trading Commission (CFTC) to include most swaps, some publicly traded real estate investment trusts (REITs) may soon be considered “commodity pools” whose directors or trustees would be subject to CFTC regulation as commodity pool operators (CPOs) and whose investment managers could […]
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Posted in Derivatives, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, REITs, Swaps
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U.K. Announces Proposals Intended to Curb Executive Compensation
On June 20, 2012, the U.K. Secretary of State for Business, Innovation and Skills Vince Cable announced a package of proposals following the U.K. government’s publication of a consultation paper in March and a consultation period that ended in April. The proposed measures, intended to curb executive pay, include: a binding shareholder vote on the […]
Click here to read the complete postCEO Overconfidence and International Merger and Acquisition Activity
In the paper, CEO Overconfidence and International Merger and Acquisition Activity, forthcoming in the Journal of Financial and Quantitative Analysis, we examine the role that CEO overconfidence plays in an explanation of international mergers and acquisitions during the period 2000-2006. Although the causes and performance of mergers have been extensively examined in the literature, few […]
Click here to read the complete postDeferred Underwriting Compensation in Public Offerings
FINRA proposes to amend Rule 5110, the Corporate Financing Rule, to permit a broader range of deferred compensation arrangements between member firms and issuers regarding future public offerings, provided the arrangements meet two significant new requirements. [1] Under the proposal, engagement letters for underwriting and financial advisory services will be permitted to include termination fees […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Exchange-traded funds, Financial advisers, FINRA, IPOs, Underwriting
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OCC Lending Limit Rules
On June 20, the Office of the Comptroller of the Currency (“OCC”) issued interim final rules (including both the interim final rule and the preamble, the “Lending Limit Release”) to implement Section 610 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Section 610 expands the statutory definition of “loans and extensions of […]
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