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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
Institutional Investors: The Next Frontier in Corporate Governance
Although institutional investors play a major role in our public equity markets, far less is known about the governance of those investor entities than about investee corporations. These investors are critical to individuals, equity markets, publicly held companies, the economy — and to the troubling (and conceptually difficult) issue of good versus bad short-termism in […]
Click here to read the complete postComplexity, Innovation and the Regulation of Modern Financial Markets
The working paper, Complexity, Innovation and the Regulation of Modern Financial Markets, which was recently made publicly available on SSRN, was motivated by two observations. First, the perfect market assumptions underpinning the canonical theories of financial economics – modern portfolio theory; the Modigliani and Miller capital structure irrelevancy principle; the capital asset pricing model, and […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Financial crisis, Financial regulation, Innovation, Securitization, Shadow banking
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Bankruptcy Court Decision May Impact Claims Trading and Plan Negotiation
On September 13, 2011, Judge Mary Walrath of the United States Bankruptcy Court for the District of Delaware surprised many parties in interest and observers of the case by issuing an opinion denying confirmation of the modified proposed plan of reorganization of Washington Mutual, Inc. (“WMI”) and its affiliated debtors. The modified plan incorporated certain […]
Click here to read the complete postSay on Pay Drives Compensation Program Changes
The arrival of say-on-pay (SOP) votes has renewed the focus of directors and senior management on striking the right balance between designing an effective executive compensation program that supports the company’s strategic business objectives and one that is sensitive to shareholder perspectives. As a result, many companies made changes to their compensation programs this year, […]
Click here to read the complete postDelaware Court’s New Chancellor Provides Guidance on M&A
During a recent hearing on a motion to expedite litigation involving Validus Holdings’s hostile bid to acquire Transatlantic Holdings, Judge Leo E. Strine, Jr., recently promoted to Chancellor of the Delaware Court of Chancery, made several observations worthy of note by deal lawyers, bankers, and corporate litigators. Banker Conflicts and Fairness Opinions Validus’s hostile takeover […]
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Posted in Banking & Financial Institutions, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Deal protection, Delaware cases, Delaware law, Fairness review, Fiduciary outs, In re Transatlantic Holdings, Pepper Hamilton, Standstill agreement
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Agency Costs in the Era of Economic Crisis
In the paper, Agency Costs in the Era of Economic Crisis – The Enhanced Connection between CEO Compensation and Corporate Cash Holdings, which was recently made publicly available on SSRN, I examine the evolution of the practice of cash hoarding following the Great Recession. The results suggest that managerial behavior, as evidenced by the elasticity […]
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Posted in Academic Research, Executive Compensation
Tagged Agency costs, Cash reserves, Equity-based compensation, Executive Compensation, Say on pay
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For Directors, A Wake-Up Call from Down Under
Earlier this summer, the Federal Court of Australia handed down an important corporate law decision that would appear to have a substantial impact on the way that the statutorily defined responsibilities of directors are understood in Australia. [1] In Australian Securities and Investments Commission v. Healey, the entire board of directors (consisting of seven non-executive […]
Click here to read the complete postProposed American Jobs Act Would Tax Carried Interest Tax as Ordinary Income
On September 12, 2011, the Obama administration submitted statutory language for the proposed American Jobs Act to Congress. The Administration’s proposal contains a number of revenue offsets, including an updated proposal to tax carried interest as ordinary income. The carried interest proposal is similar to and based on earlier versions of the proposed legislation that […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital gains, Interest, Internal Revenue Code, Investment banking, Taxation
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Director Histories and the Pattern of Acquisitions
It is well-known in finance and economics that firms possess private information about their own fundamental values. In our paper, Director Histories and the Pattern of Acquisitions, which was recently made publicly available on SSRN, we contribute to this literature by examining, in the context of the market for corporate control, how the transmission of […]
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Posted in Academic Research, Boards of Directors, Mergers & Acquisitions
Tagged Information environment, Interlocking boards, Social networks
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SEC Concept Release on Use of Derivatives by Funds
The Securities and Exchange Commission recently published a concept release and request for comments (the “Release”) on a wide range of issues relating to the use of derivatives by investment companies regulated under the Investment Company Act of 1940, including mutual funds, closed-end funds, exchange-traded funds and business development companies (collectively, “funds”). The stated purpose […]
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Posted in Banking & Financial Institutions, Derivatives, Practitioner Publications, Securities Regulation
Tagged Derivatives, Investment Company Act, Mutual funds, SEC
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