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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
Creative TruPS Capital Restructurings
With the phase out of Tier 1 capital treatment for trust preferred securities (TruPS) mandated by Dodd Frank slated to begin January 1, 2013, financial institutions have been active in considering potential strategies to replace outstanding TruPS with other forms of regulatory capital. Last week, Huntington Bancshares completed a novel exchange offer for several specified […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Capital structure, Dodd-Frank Act, Restructurings, TruPS
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Delaware Court Intervenes to Protect Shareholder Voting Rights
On December 20, 2011, Vice Chancellor Parsons of the Delaware Court of Chancery issued an opinion and entered a temporary restraining order enjoining ChinaCast Education Corporation from holding its annual meeting, scheduled for later that day, until January 10, 2012. See Sherwood, et al. v. Chan Tze Ngon, et al., No. 7106-VCP (Delaware Court of […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Shareholder rights
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Reflections on Airgas and Long-term Value
Editor’s Note: Theodore Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. Here are slides on the Airgas case and slides on the underlying gating issue of long/short term perspective that drives much of the corporate governance debates and is rarely confronted by the “governistas” that advocate all sorts of […]
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Posted in Program News & Events
Tagged Airgas v. Air Products & Chemicals
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Rebuilding Trust: The Corporate Governance Opportunity for 2012
Concerns about the responsible use of corporate power remain high in the wake of the financial crisis. Although these concerns have been focused primarily on the financial sector, there is spillover to corporations in every industry. Tough economic conditions, slow job growth, political dysfunction and general uncertainties about the future continue to undermine investor confidence […]
Click here to read the complete postStephen Fraidin Joins PCG’s Advisory Board
The Forum is pleased to announce that Stephen Fraidin, a member of the law firm of Kirkland & Ellis, joined the Advisory Board of the Harvard Law School Program on Corporate Governance. He joins the existing members of the Board: William Ackman, Peter Atkins, Joseph Bachelder, Richard Breeden, Richard Climan, Isaac Corré, John Finley, Byron […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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Measuring Continuity of Interest in Reorganizations
On December 16, 2011, the Internal Revenue Service (the “IRS”) and Treasury Department issued final and proposed regulations (“the Final Regulations” and “the Proposed Regulations,” respectively) that generally provide rules for the proper timing of the valuation of consideration offered in respect of a reorganization, for purposes of satisfying the “continuity of interest” requirement for […]
Click here to read the complete postRegulation, Ownership, and Costs
In our paper, Regulation, Ownership, and Costs: A Historical Perspective from Indian Railways, forthcoming in the AEJ: Economic Policy, we provide an historical perspective by studying the transition from private to colonial state ownership of Indian railways from 1874 to 1912. In the mid-19th century prompted by British merchant houses and railway promoters, the British […]
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Posted in Academic Research, Empirical Research, Financial Regulation, International Corporate Governance & Regulation
Tagged India, Ownership, State control
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French Thin Cap Reform
According to a reform applicable as of January 1, 2012, the right to deduct interest due with respect to the purchase of shares in French target companies will be denied, unless the French acquiring company demonstrates — by any means — that (i) the decisions relating to such shares and (ii) the control over the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Controlling shareholders, Europe, France, Target firms
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Disintermediating the Proxy Advisory Firms
We have long eschewed the one-size-fits-all model of corporate governance advanced by many of the proxy advisory firms (see, for example, our memo of October 19, 2010). The formulaic voting policies sold by many of these proxy advisory firms represent a low-cost means by which many institutional shareholders seek to discharge their proxy voting responsibilities. […]
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