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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Moving toward Board Declassification in Fourteen S&P 500 Companies
Editor’s Note: This post relates to two press releases issued by the American Corporate Governance Institute (the “ACGI”), an organization that Lucian Bebchuk and Scott Hirst are affiliated with. One press release, issued jointly by the ACGI and the Florida State Board of Administration is available here; the other press release, issued jointly by the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors
Tagged ACGI, Boards of Directors, Florida SBA, Shareholder proposals, Staggered boards
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Concentrating on Governance
In our paper, Concentrating on Governance, forthcoming in the Journal of Finance, we develop a unified account of the costs and benefits of external governance and explore the economic determinants of the resulting trade-offs for shareholder value. The importance of corporate governance is broadly recognized, but there is a great deal of disagreement on whether […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Agency costs, Antitakeover, General governance, Shareholder value
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Promising Steps on Bank Pay Reforms
Editor’s Note: Simon Wong is a Partner at Governance for Owners, an Adjunct Professor of Law at the Northwestern University School of Law, and a Visiting Fellow at the London School of Economics and Political Science. This post is based on an article that recently appeared in the Butterworths Journal of International Banking and Financial […]
Click here to read the complete postComments on the SEC’s Proposal for Beneficial Ownership Reporting and Security-Based Swaps
Recently we filed a comment letter with the Securities and Exchange Commission regarding its proposal to readopt existing rules to preserve the “status quo” with respect to the treatment of security-based swaps under the beneficial ownership reporting rules. Our letter reiterates our belief, as reflected in the rulemaking petition we filed In March with the […]
Click here to read the complete postThe Supreme Court Considers Loss Causation at Time of Class Certification
The Supreme Court heard oral arguments recently in Erica P. John Fund, Inc. v. Halliburton Co., No. 09-1403, a private securities fraud case in which the Court is expected to address whether a class may be certified even where plaintiffs fail to establish that the alleged misstatements had an impact on the price of the […]
Click here to read the complete postMergers, Spin-offs, and Employee Incentives
Many mergers are driven by the desire to reduce competition in the product market and to develop new products to enter into new markets. In our paper, Mergers, Spin-offs, and Employee Incentives, forthcoming in The Review of Financial Studies, we argue that these two motives may be in conflict with each other in that mergers […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Incentives, Innovation
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The Volcker Rule and Goldman Sachs
In its recently issued report, Wall Street and the Financial Crisis: Anatomy of a Financial Collapse, the Senate Permanent Subcommittee on Investigations considered the conduct of Goldman Sachs in several transactions, including the ABACUS 2007-AC1 collateralized debt obligation. The report “examines Goldman’s conduct in the context of the law prevailing in 2007,” [1] and it […]
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Posted in Academic Research, Financial Regulation, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Conflicts of interest, Dodd-Frank Act, Fiduciary duties, Goldman Sachs, SEC enforcement, Secondary liability, Securities fraud, Securitization, Volcker Rule
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The Destructive Ambiguity of Federal Proxy Access
The paper, The Destructive Ambiguity of Federal Proxy Access, forthcoming in the Emory Law Journal, demonstrates the tension between the federal requirements for the exercise of shareholder nominating rights and the state law principles upon which the SEC purports to ground those rights. The paper unpacks the ambiguities in the SEC’s conception of which shareholders […]
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Posted in Academic Research, Corporate Elections & Voting, Legislative & Regulatory Developments
Tagged Dodd-Frank Act, Private ordering, Proxy access, Proxy contests, Rule 14a-11, SEC, Shareholder nominations
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What Board Members Should Know About Communicating Corporate Social Responsibility
Since creating stakeholder awareness is a key prerequisite for reaping the strategic benefits of any business initiative, it is imperative for board members and senior executives instituting a social responsibility program to have a deeper understanding of the key issues related to CSR communication. This report discusses what to communicate (i.e., message content) and where […]
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Posted in Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Public interest, Public perception, The Conference Board
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