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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
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 […]
Click here to read the complete postThe Efficacy of Shareholder Voting
In the paper, The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans, which was recently made publicly available on SSRN, my co-authors (Christopher Armstrong of the University of Pennsylvania and Ian Gow of Harvard Business School) and I examine the efficacy of shareholder voting in effecting changes in corporate policy. We focus on the […]
Click here to read the complete postFinal Rule on Designation of Systemically Important Companies
Recently, the Financial Stability Oversight Council (“Council”) unanimously approved a final rule (the “Final Rule”) and related interpretive guidance (the “Final Guidance”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), [1] regarding the designation of systemically important nonbank financial companies (often referred to as nonbank “SIFIs”). The Final Rule and Final Guidance […]
Click here to read the complete postSEC Investigation Recognizes Individual’s Contribution
On March 19, 2012, the Securities and Exchange Commission (“SEC”) announced that it had credited the substantial cooperation of a former senior executive of an investment adviser in an investigation [1] by declining to take enforcement action against him. The SEC’s announcement can be found here. This is the first time the SEC has publicly […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC, SEC enforcement, SEC investigations, Whistleblowers
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Endogeneity and the Dynamics of Internal Corporate Governance
In our forthcoming Journal of Financial Economics paper, Endogeneity and the Dynamics of Internal Corporate Governance, we use a well-developed dynamic panel generalized method of moments (GMM) estimator to alleviate endogeneity concerns in two aspects of corporate governance research: the effect of board structure on firm performance and the determinants of board structure. It is […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Financial Regulation
Tagged Board composition, Board independence, Boards of Directors, Internal control
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ISS Influence on 2012 Shareholder Voting
Corporate America’s proxy season—when companies hold annual meetings and shareholders vote on various proposals submitted to them on proxy statements—is now under way. As of March 15, 51 of the largest 200 companies by revenues, as ranked by Fortune magazine, had announced their annual meetings and mailed proxy materials to shareholders. Of those companies, 11 […]
Click here to read the complete postProposals for Auditor Independence and Audit Firm Rotation
It is an honor for me to participate in the Public Company Oversight Board’s public meeting to discuss proposals to enhance auditor independence, objectivity and professional skepticism, including the potential of imposing rules setting a maximum term limit for audit relationships. Sadly, many people in official Washington seem prepared to jettison the interests of investors […]
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