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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
Lehman Bankruptcy Court Interprets Safe Harbor Protections
On April 19, 2012, the United States Bankruptcy Court for the Southern District of New York granted in part a motion to dismiss claims asserted by Lehman Brothers Holdings Inc. (together with its debtor-affiliates, “Lehman”) against JPMorgan Chase Bank, N.A (“JPMorgan”). [1] The claims at issue arose from JPMorgan’s efforts in the months leading up […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Collateral, Common-law claims, In re Lehman Brothers, JPMorgan, Lehman Brothers, Safe harbor, U.S. federal courts
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The Dangers of Dual Share Classes
Executive Summary Recent issues related to dual share classes with disparate voting rights have sparked controversy at Google, News Corp, and perhaps most dramatically, radio broadcaster Emmis Communications. These examples demonstrate the dangers to investors that result when voting power does not align with economic interest—a risk indicator GMI Ratings has identified at over 200 […]
Click here to read the complete postDynamic CEO Compensation
In our paper, Dynamic CEO Compensation, which is forthcoming in the Journal of Finance, we present a fully dynamic model of CEO pay that incorporates many complex features of real-life contracting settings. In particular, it considers multiple periods, risk aversion, private saving, and short-termism. In such settings, the optimal contract is typically very complicated and […]
Click here to read the complete postChanges and Challenges at the SEC
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s testimony before the U.S. House Committee on Financial Services, which is available (including footnotes) here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities […]
Click here to read the complete postRegulatory Complexity and Uncertainty: The Capital Requirements Directive IV
Regulation is the most important factor influencing strategic change at financial institutions and is the second largest threat – after economic uncertainty – to growth prospects, according to PwC’s Annual Global CEO Survey [1]. The survey, which is in its fifteenth consecutive year, canvassed CEOs at over 250 financial institutions in 42 countries late last […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Basel Committee, Capital requirements, EU, Europe, Financial crisis, Recovery & resolution plans
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CFTC and SEC Adopt Final Definitions for Swap Participants
On April 18, 2012, the CFTC and SEC adopted final rules [1] to further define the terms “swap dealer,” “security-based swap dealer,” “major swap participant,” “major security-based swap participant,” and “eligible contract participant.” [2] The rules initially establish the threshold for the de minimis exclusion from SD registration requirements at $8 billion for swaps connected […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, SEC, Swaps, Swaps entities
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Campaign Contributions and Governmental Financial Management
In the paper, Campaign Contributions and Governmental Financial Management: Evidence from State Bond Pricing, which was recently made publicly available on SSRN, I study campaign-finance agency costs related to pricing in the $2.9 trillion state and local government bond market. By selecting a contributing underwriter directly, the government could incur significant costs with respect to […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Agency costs, Bonds, Campaign finance, Public finance, Underpricing
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Seventeen Boards of S&P 500 Companies Already Declassified Following Agreements with SRP-Represented Investors
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. Already at this stage of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Program News & Events
Tagged Classified boards, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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SEC Not Pursuing Mandatory Proxy Access at this Time
Testifying recently before a House Financial Services subcommittee, SEC Chairman Mary Schapiro stated that, because of capacity constraints, proposing a revised mandatory rule on shareholder access to company proxy materials is “not on the Commission’s immediate agenda.” She noted, however, that the issue is one that the SEC will “continue to look at over time.” […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Proxy access, Proxy season, Rule 14a-11, SEC, SEC rulemaking, Shareholder proposals
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