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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
Separate Entity Doctrine for U.S. Branches of Foreign Banks
Although a branch of a bank is not a separate juridical entity from the bank of which it is a component, U.S. law treats branches as separate from the head office and other branches of a bank when such differentiation is appropriate for various purposes. Branches are a hybrid structure, at the same time both […]
Click here to read the complete postFDIC Lawsuits Targeting Failed Financial Institutions
As widely reported in the press, seizures of banks and thrifts by regulatory authorities began to subside in 2011. Throughout the year, 92 institutions were seized compared with 157 in 2010 and 140 in 2009. In contrast, Federal Deposit Insurance Corporation professional liability lawsuits targeting failed financial institutions began to increase in 2011. These are […]
Click here to read the complete postDirector Ownership, Governance, and Performance
In our paper, Director Ownership, Governance, and Performance, forthcoming in the Journal of Financial and Quantitative Analysis, we study the impact of SOX on the relationship between corporate governance and company performance. A significant part of SOX and other exchange requirements increase the role of independent board members. Given that prior academic research suggests there […]
Click here to read the complete postWill the SEC Facilitate Shareholder Access to the Ballot Under Rule 14a-8?
In the wake of Business Roundtable v. SEC, public company shareholders and boards have, for the first time, been using Rule 14a-8 to propose, and defend against, proxy access proposals. Earlier this month, the SEC staff released a series of no-action letters addressing management requests to exclude shareholders’ proxy access proposals from the ballot. The […]
Click here to read the complete postWal-Mart Bribery Case Raises Fundamental Governance Issues
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. Wal-Mart appeared to commit virtually every governance sin in its handling of the Mexican bribery case, if the long, carefully reported New York Times story […]
Click here to read the complete postArbitration Provisions in Corporate Governance Documents
The financial press and blogs were abuzz in late January 2012 about the Securities Act of 1933 (Securities Act) registration statement filed by The Carlyle Group L.P. for its initial public offering. Its limited partnership agreement required all shareholder disputes with the partnership to be resolved by mandatory, binding and confidential arbitration. The provision included […]
Click here to read the complete postFinancing-Motivated Acquisitions
In the paper, Financing-Motivated Acquisitions, which was recently made publicly available on SSRN, we evaluate the extent to which acquisitions lower financial constraints on a sample of 5,187 European acquisitions occurring between 2001 and 2008. Each of these targets remains a subsidiary of its new parent, so we can observe the target’s financial policies following […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Cash flows, Financing conditions, Target firms
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Establishing a “Domestic Transaction” in Securities under Morrison
In its 2010 decision in Morrison v. National Australia Bank, 130 S. Ct. 2869 (2010), the Supreme Court addressed whether Section 10(b) of the Securities Exchange Act applies to a securities transaction involving foreign investors, foreign issuers and/or securities traded on foreign exchanges. The Morrison decision curtailed the extraterritorial application of the federal securities laws […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Absolute Activist v. Ficeto, Cross-border transactions, Exchange Act, Extraterritoriality, Morrison v. National Australia Bank Ltd., Securities regulation
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Public Investors and the Risks of Non-Corporate Governance
Companies whose initial public offerings (IPOs) take the form of limited partnerships (LPs), rather than corporations, may pose special risks to investors. LP owners do not have the same legal rights as corporate shareholders, and standards of director independence and fiduciary duty do not protect investors’ interests to the same degree. The governance disadvantages of […]
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Posted in Practitioner Publications, Securities Regulation
Tagged GMI, IPOs, Partnerships, Public firms, Transparency
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Contingent Consideration in Bridging Valuation Gaps
The recovering, but still uncertain, economy and real estate markets have led to diverging opinions and concerns over the future value of a target’s assets which might otherwise prevent agreement on transaction pricing. As discussed in prior memos, contingent consideration structures have for years been used to bridge differences between buyers and sellers in uncertain […]
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