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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
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. […]
Click here to read the complete postPrivate Equity 2011: A Challenging Year, With Reasons For Optimism
We will be neither the first nor, we suspect, the last industry participant to observe the challenges that financial sponsors, and private equity investors in particular, experienced in 2011. As we move into 2012, we do, however, find our glasses leaning more toward the full rather than empty side. Limited Partners. The challenging fundraising environment […]
Click here to read the complete postCorporate Governance and Capital Structure Dynamics
In our paper, Corporate Governance and Capital Structure Dynamics, forthcoming in the Journal of Finance, we examine the importance of manager-shareholder conflicts in capital structure choice and characterize their effects on the dynamics and cross section of corporate capital structure. To this end, we develop a dynamic tradeoff model that emphasizes the role of agency […]
Click here to read the complete postThe ISS 2012 Policy Updates: Another View of the Cathedral
Companies looking ahead to the 2012 proxy season should be aware of the recently updated corporate governance policies of Institutional Shareholder Services (ISS). [1] While maintaining its formal policy of issuing “case-by-case” evaluations in many areas, ISS has issued numerous revisions of prior policies as well as new policies on certain types of shareholder proposals […]
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