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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
Fixing the Watchdog: Evaluating and Improving the SEC
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s testimony before the U.S. House of Representatives Committee on Financial Services, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities […]
Click here to read the complete postDue Diligence Considerations for Nominees
When individuals are approached to join the board of directors of a public or private company, they are often thrilled by the opportunity to provide strategic guidance and advice to a new business enterprise, build new relationships with board members and perhaps transition to a new point in their careers. However, it is rare for […]
Click here to read the complete postThe Myth of Corporate Tax Reform
Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an op-ed that appeared in the Washington Post. House Speaker John Boehner recently joined the chorus of notables calling for corporate tax reform in any deficit-reduction package. Both Democrats and […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Financial crisis, Firm performance, Internal Revenue Code, Taxation, US House
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Corporate Governance and the Information Content of Insider Trades
In the paper, Corporate Governance and the Information Content of Insider Trades, forthcoming in the Journal of Accounting Research, we examine the impact of the firm’s internal control process – specifically, actions taken by the general counsel (GC) – on addressing one specific governance issue, namely mitigating the level of informed trade. In order to […]
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Posted in Academic Research, Securities Regulation
Tagged Compliance & ethics, General counsel, Information asymmetries, Insider trading
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California Changes Law to Streamline Standards for Distributions and Dividends
On September 1, 2011, the Governor of California signed into law California Assembly Bill No. 571 (“AB 571”), which will liberalize and streamline the legal standards for California corporations and quasi-California corporations to make cash and property distributions to shareholders, including dividends and share repurchases and redemptions. AB 571 amends portions of the California Corporations […]
Click here to read the complete postDodd Frank, One Year On
“Either the CFTC or the SEC may prohibit an entity from participating in the US swap markets if it is domiciled in a country whose regulation of swaps undermines the stability of the US financial system”. In July 2010, in response to the financial crisis of 2008/9 which resulted in the deepest economic recession in […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Clearing houses, Derivatives, Dodd-Frank Act, Extraterritoriality, Swaps, Volcker Rule
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Dodd-Frank for Bankruptcy Lawyers
In our paper, Dodd-Frank for Bankruptcy Lawyers, which was recently made publicly available on SSRN, we identify the core congruities between an “Orderly Liquidation Authority” (OLA) created by the Dodd-Frank financial reform legislation and the Bankruptcy Code. Title II of Dodd-Frank removes bankruptcy court jurisdiction from only a narrow range of cases—“financial companies” whose failure […]
Click here to read the complete postFuture of Institutional Share Voting Revisited: A Fourth Paradigm
The Prevailing One-Size-Fits-All Voting Policy Paradigm A year ago, we published a Corporate Governance Commentary titled Future of Institutional Share Voting: Three Paradigms. We began by observing that the prevailing paradigm for institutional investors voting of portfolio company shares is to delegate all but the most obvious economically related voting decisions to either an internal […]
Click here to read the complete postAccounting Standards and Debt Covenants
In the paper, Accounting Standards and Debt Covenants: Has the “Balance Sheet Approach” Led to a Decline in the Use of Balance Sheet Covenants?, forthcoming in the Journal of Accounting and Economics as published by Elsevier, I examine whether the “balance sheet approach” has led to a decline in the use of balance sheet covenants. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Capital structure, Covenants, Debt contracts, Debtor-creditor law, Fair values, GAAP
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CFTC Finalizes Whistleblower Bounty Program
On August 4, 2011, the Commodity Futures Trading Commission (CFTC or Commission) voted 4-1 to adopt final regulations implementing the whistleblower incentives and protections set forth in Section 748 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). See 76 Fed. Reg. 53172 (Aug. 25, 2011) (to be codified at 17 C.F.R. Part […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications
Tagged CFTC, Compliance & ethics, Dodd-Frank Act, Whistleblowers
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