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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
2011 Private Equity Buyer/Public Target M&A Deal Study
We conducted our survey, in part, to observe any notable trends or themes based on our review of the 25 transactions. Please note, however, that in our experience, particularly in terms of deal-making post-2008 credit crisis, these deals are often sui generis due to a number of factors, including the marketability/prospects of the target, the […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Break fees, Go-shop, Private equity
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Say on Pay: A Victory for Shareholders and the Executive Pay Model
In the first year of Say on Pay (SOP), executive pay programs at thousands of U.S. public companies have received strong support from shareholders. An overwhelming majority have supported resolutions at more than 98% of companies holding votes. Though opportunities remain for companies to improve their pay programs, most should view SOP results as a […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, ISS, Pay Governance, Say on pay, SEC, Shareholder voting
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Banks’ Survival During the Financial Crisis
In our paper, Banks’ Survival during the Financial Crisis: The Role of Financial Reporting Transparency, which was recently made publicly available on SSRN, we focus on how financial reporting quality affects bank stability by examining the relation between bank transparency and regulatory intervention in the form of enforcement orders and bank closures. Enforcement orders are […]
Click here to read the complete postAnnounced Modifications to HSR Reporting
The Federal Trade Commission (“FTC”) has announced final rules implementing modifications to the Hart-Scott-Rodino (“HSR”) Premerger Notification Rules and Notification and Report Form (the “Form”) that parties must file under the HSR Act when seeking antitrust clearance for certain mergers and acquisitions. The FTC first published proposed modifications on August 13, 2010, and solicited public […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, FTC, Hart-Scott-Rodino Act
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Court Upholds Broad Definition of “Settlement Payments” Under Bankruptcy Code
On June 28, 2011, the Court of Appeals for the Second Circuit upheld the Southern District of New York’s determination that the safe harbor provision in § 546(e) of the Bankruptcy Code protects from the bankruptcy trustee’s powers to avoid transfers made by the Debtor, Enron Corp., to redeem commercial paper prior to maturity. In […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Bankruptcy Code, Enron, In re Enron Creditors Recovery Corp., U.S. federal courts
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The Dodd-Frank Extraterritorial Jurisdiction Provision
In The Dodd-Frank Extraterritorial Jurisdiction Provision: Was It Effective, Needed or Sufficient?, an article published in the inaugural issue of the Harvard Business Law Review, I discuss the Dodd-Frank Act’s cursory treatment of a critically important issue in global capital markets law: the extraterritorial application of Section 10(b) of the Exchange Act. In Morrison v. […]
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Posted in Academic Research, Court Cases, International Corporate Governance & Regulation, Securities Regulation
Tagged Dodd-Frank Act, Exchange Act, Extraterritoriality, Morrison v. National Australia Bank Ltd., Supreme Court
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Toward SEC Rules on Disclosure of Political Spending
A group of ten corporate and securities law experts submitted yesterday a rulemaking petition (the “Petition”) to the Securities and Exchange Commission. The Petition urges the Commission to develop rules to require public companies to disclose to shareholders the use of corporate resources for political activities. The Committee on Disclosure of Corporate Political Spending, which […]
Click here to read the complete postSEC Settlements with Companies Soar in 2011
In our recent report, SEC Settlements Trends: 1H 2011 Update, my co-authors (Jan Larsen and James Overdahl) and I document that the SEC settled with 344 defendants in the first half of its 2011 fiscal year (“1H11”), putting the agency on pace to settle with 688 defendants for the full year, in line with the […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Insider trading, SEC, SEC enforcement, SEC investigations, SOX
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Court Rules Argentine Central Bank Reserves Immune
In an important sovereign immunity decision, the United States Court of Appeals for the Second Circuit recently ruled that the immunity provided to central bank assets in the Foreign Sovereign Immunities Act (the “FSIA”) does not depend on whether the central bank is “independent” from the parent state. Rather, ruling on an issue of first […]
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Posted in Bankruptcy & Financial Distress, Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Argentina, Banks, Central banking, FSIA, NML Capital v. Bank of Argentina, U.S. federal courts
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