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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
JOBS Act Applies to Debt-Only Issuers
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (“JOBS Act” or the “Act”) into law. While the Act and recent commentary have focused primarily on common equity issuances by “Emerging Growth Companies” (or “EGCs”), the JOBS Act also impacts companies that have issued only debt securities in registered transactions, typically […]
Click here to read the complete postShort Sellers, News, and Information Processing
There is strong evidence that high levels of short selling are associated with lower future returns and this return predictability suggests that short sellers, on average, have an information advantage over other traders (e.g., Senchack and Starks, 1993; Asquith, Pathak, and Ritter, 2005; Boehmer, Jones, and Zhang, 2008). However, while return predictability suggests that short […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Information asymmetries, Public perception, Short sales
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Delaware Court Issues Guidance about M&A Confidentiality Agreements
On May 4, 2012, Chancellor Strine of the Delaware Court of Chancery issued an opinion finding that Martin Marietta Materials, Inc. breached two confidentiality agreements with Vulcan Materials Company when it commenced a $5.5 billion hostile bid for Vulcan in December 2011. Despite the absence of an explicit standstill provision in either confidentiality agreement, which […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Confidentiality, Delaware cases, Delaware law, Martin Marietta v. Vulcan
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Hedge Funds Need More Accountability
Editor’s Note: Jay Eisenhofer is co-founder and managing director of Grant & Eisenhofer P.A. This post is based on a commentary from Pensions & Investments magazine by Mr. Eisenhofer. In the past few years, hedge funds have moved into the mainstream of the U.S. economy. Once restricted to a small number of super-wealthy “sophisticated investors,” […]
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Posted in Institutional Investors, Op-Eds & Opinions, Securities Regulation
Tagged Accountability, Fiduciary duties, Hedge funds, Institutional Investors
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Final Rule Issued on Systemically Important Firms, Many Unknowns Remain
On April 3, 2012 the Financial Stability Oversight Council issued its final rule and interpretive guidance governing its process for designating a nonbank financial company as a systemically important financial institution under the Dodd-Frank Act. The adoption of the Final Rule marks the completion of the highly anticipated standards for designating SIFIs, a process that […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Dodd-Frank Act, Federal Reserve, FSOC, SIFIs, Systemic risk
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Tailspotting
In the paper, Tailspotting: How Disclosure, Stock Prices and Volatility Change When CEOs Fly to Their Vacation Homes, which was recently made publicly available on SSRN, I document a close connection between the timing of corporate news disclosures and CEOs’ personal vacation schedules. I find that companies tend to disclose favorable news just before CEOs […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Earnings disclosure, Public perception
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Twelve Shareholder Declassification Proposals Submitted by SRP-Represented Investors Win Approval with Average Support of 79%
Editor’s Note: Professor Lucian Bebchuk is the Director of the Harvard Law School 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. Although the […]
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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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Continuing Developments in the 2012 Proxy Season
Editor’s Note: The following post comes to us from Stuart N. Alperin and Regina Olshan, partners in the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP, and is based on a Skadden alert. This alert is the second in a series; the prior alert is available here. As we continue […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Proxy season, Say on pay
1 Comment
Court Rejects Selective Waiver Doctrine for Privileged Materials
Corporations subject to criminal and civil regulatory investigations have long grappled with the highly charged decision over whether to provide the government with privileged communications and attorney work product or whether to maintain those materials as privileged despite a governmental inquiry. On the one hand, a corporation may hope to avoid criminal prosecution or civil […]
Click here to read the complete postProposals for Binding Shareholder Votes on Executive Pay in the UK
On March 14, 2012, the UK Government published a consultation paper on its proposals to give shareholders of quoted companies a greater influence over executive pay. The Government proposes to introduce a binding shareholder vote on executive pay policy (possibly requiring a 65% or 75% super majority), a non-binding shareholder vote on the subsequent application […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Say on pay, Shareholder voting, UK
1 Comment