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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 Holds “Loss Causation” Not a Prerequisite to Class Certification in Fraud Cases
In Erica P. John Fund Inc. v. Halliburton Co., No. 09-1403 (June 6, 2011), the Supreme Court of the United States decided that in seeking class certification, a plaintiff in an action under the federal securities laws is not required to prove facts demonstrating loss causation. [1] In so holding, the Supreme Court rejected a […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Corporate fraud, Erica John Fund v. Halliburton, Halliburton, Loss causation, Supreme Court
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Preventing the Next Financial Crisis
We have weathered the worst of the financial crisis of 2008-9. Time for renewed optimism? Unfortunately not. The next financial crisis is already programmed. It’s somewhat like an earthquake in Southern California. We cannot predict exactly when it will happen, but we know that it will. Yet unlike earthquakes, financial crises are man-made. They need […]
Click here to read the complete postSelectica Resets the Trigger on the Poison Pill
In our forthcoming Indiana Law Journal paper, Selectica Resets the Trigger on the Poison Pill: Where Should the Delaware Courts Go Next?, we discuss a novel form of rights plan that has recently been developed (the NOL rights plan), which has a 5% trigger level that is particularly onerous for hostile bidders. The legitimacy of […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Delaware articles, Delaware cases, Delaware law, NOLs, Poison pills, Proxy contests, Selectica v. Versata, Takeovers
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Federal District Court Rebuffs Mutual Fund’s Prospectus Liability
In a decision that could sharply curtail the potential liability of mutual funds and their advisers and directors for non-fraudulent prospectus misrepresentations, on March 31, 2011, the U.S. District Court for the Southern District of New York dismissed a putative class action arising out of the precipitous decline in the share price of a mutual […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged David Geffen, Dechert, Loss causation, Mutual funds, Securities Act, Securities litigation, U.S. federal courts, Yu v. State Street
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Regulators Propose Swap Margin and Capital Rules
On April 12, 2011, the U.S. banking regulators proposed rules regarding the capital and margin requirements applicable to uncleared swaps. In general, the proposed rules would not impose new capital requirements on bank swap entities. However, the proposed rules would require bank swap entities to collect initial and variation margin from counterparties, including, in some […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, CFTC, Dodd-Frank Act, Margin requirements, Swaps
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Managers Who Lack Style
In the paper, Managers Who Lack Style: Evidence from Exogenous CEO Changes, which was recently made publicly available on SSRN, we study managerial style effects in firm decisions by examining exogenous CEO changes in a panel of 8,615 Compustat firms from 1990 to 2007. The hypothesis that managers have varying preferences or traits that affect […]
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Posted in Academic Research, Empirical Research
Tagged Decision-making, Executive turnover, Managerial style
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Seventh Circuit Makes Life Tougher for Directors with Conflicts
In CDX Liquidating Trust v. Venrock Assocs., et al., 2011 U.S. App. LEXIS 6390 (7th Cir. March 29, 2011), the United States Court of Appeals for the Seventh Circuit, reversing the District Court’s ruling, held under Delaware law that a director’s disclosure of a conflict, in and of itself, is insufficient to protect that director […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged CDX Trust v. Venrock Assocs., Conflicts of interest, CSC, Director liability, Fiduciary duties, U.S. federal courts
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The Political Economy of Fraud on the Market
The fraud on the market class action no longer enjoys substantive academic support. The justifications traditionally advanced by its defenders—compensation for out-of-pocket loss and deterrence of fraud—are thought to have failed due to the action’s real world dependence on enterprise liability and issuer funding of settlements. The compensation justification collapses when considered from the point […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Corporate fraud, Private enforcement, SEC enforcement, Shareholder rights
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Say on Pay — Questions for Institutional Investors
With the advent of mandatory “say on pay” votes this year for all public companies as required by the Dodd-Frank Act, institutional shareholders must consider not only whether to support a company’s executive compensation arrangements, but also, more broadly, how to ensure that their decision-making process will take into account the particular circumstances of the […]
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Harvard Faculty and Fellows Contribute Most of the Top Ten Corporate and Securities Law Articles of 2010
This year’s list of the Ten Best Corporate and Securities Articles, selected by an annual poll of corporate and securities law academics includes six articles authored or co-authored by six Harvard Law faculty and fellows. The top ten articles were selected from a field of 440 pieces, and the selected articles will be reprinted in […]
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