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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
Supreme Court Limits the Power of Bankruptcy Courts to Hear Certain State Law Claims
Recently, the United States Supreme Court affirmed a 2010 ruling of the Ninth Circuit Court of Appeals and held that a bankruptcy court, as a non-Article III court, did not have the constitutional authority to decide a state law claim brought by a debtor against a creditor, even though the matter was part of the […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Bankruptcy, State law, Supreme Court
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How the SEC Should Consider Possible Changes in Section 13(d) Rules
In a letter submitted yesterday to the Securities and Exchange Commission, we provide a detailed analysis of the policy issues relevant for the Commission’s ongoing examination of changes to its rules under Section 13(d) of the Securities Exchange Act of 1934. These rules, which govern share accumulation and disclosure by blockholders, are the subject of […]
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Posted in Academic Research, Accounting & Disclosure, HLS Research, Securities Regulation
Tagged Blockholders, Schedule 13D, SEC, Williams Act
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The Change in Information Uncertainty and Acquirer Wealth Losses
In this paper, The Change in Information Uncertainty and Acquirer Wealth Losses, forthcoming in the Review of Accounting Studies, we examine the possibility that the change in the acquiring firm’s information uncertainty is a factor contributing to acquiring firms’ long-term post-acquisition stock underperformance. By information uncertainty, we mean investors’ perceived uncertainty about a firm’s fundamentals, […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Cost of capital, Information environment, Stock mispricing
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What Corporate Managers Should Know About the SEC Whistleblower Rules
The SEC whistleblower rules, adopted by the SEC under Section 21F of the Securities Exchange Act pursuant to a mandate in the Dodd-Frank Wall Street Reform and Consumer Protection Act, provide for the payment of bounties or awards to whistleblowers. Under the SEC whistleblower rules, a bounty or award will be payable to eligible whistleblowers […]
Click here to read the complete postAn Inflection Point: The SEC and the Current Financial Reform Landscape
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the Social Investment Forum 2011 Conference; the complete remarks are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Speeches & Testimony
Tagged Dodd-Frank Act, Financial regulation, Oversight, Say on pay, SEC
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Do VCs Use Inside Rounds to Dilute Founders?
In our paper, Do VCs Use Inside Rounds to Dilute Founders? Some Evidence from Silicon Valley, recently made publicly available on SSRN, Brian Broughman and I examine the role of inside financing rounds in VC-backed firms. VCs typically invest through several rounds of financing. Each round is separately negotiated and priced. A subsequent (“follow-on”) round […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, HLS Research
Tagged Dilution, Fiduciary duties, Financing conditions, Venture capital firms
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If the Delaware Court of Chancery Got Airgas Right, Professor Bebchuk’s Op-Ed Got it Wrong
I wrote my comment “Delaware Court of Chancery Gets Airgas Right” (posted on the HLS Forum on March 1, 2011) before reading Professor Lucian Bebchuk’s op-ed “An Antidote for the Corporate Poison Pill” that was published in The Wall Street Journal on February 24, 2011. As such, my comment did not address Professor Bebchuk’s op-ed […]
Click here to read the complete postJuly 2011 Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the fourth in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Financial regulation, Swaps
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Banking Entity Trading Under the Volcker Rule
Looking back to the fall of 2007, it is clear from SEC filings that significant financial company losses resulted from proprietary positions booked in trading accounts. More specifically, a large amount of trading losses came from holdings of mortgage-backed and asset-backed bonds that had been afforded high credit ratings (e.g., AAA) by Nationally Recognized Statistical […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Legislative & Regulatory Developments
Tagged Asset-backed securities, Dodd-Frank Act, Proprietary trading, Volcker Rule
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Can the Treasury Exempt its Own Companies from Tax? The $45 Billion GM NOL Carryforward
Year after year, General Motors lost money – enormous sums of money. It designed cars. It built cars. But no one wanted to buy the cars it designed and built. Over time, it accumulated huge operating losses (“net operating losses,” or NOLs). The tax code let GM carry forward these NOLs into the future. It […]
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