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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
The Loss Absorbency Requirement and “Contingent Capital” Under Basel III
The Basel Committee on Banking Supervision recently finalized minimum requirements for regulatory capital instruments under Basel III. For internationally active banks, these include a requirement that so-called Tier 1 instruments other than common stock as well as all Tier 2 instruments include a feature requiring a “write-off” or conversion into common stock. The requirement is […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Legislative & Regulatory Developments, Practitioner Publications
Tagged Basel Committee, Capital requirements, Loss contingencies, Market reaction
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Facilitating Real Capital Formation
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 Council of Institutional Investors Spring Meeting; the complete remarks, including footnotes, are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect […]
Click here to read the complete postOptimal Capital Structure
In our paper, Optimal Capital Structure, which was recently made publicly available on SSRN, we develop a method that can be used to determine optimal capital structure for any given firm. Being able to make specific, firm-by-firm debt policy recommendations is an important addition to the current state of affairs. Though much progress has been […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research
Tagged Capital structure, Debtor-creditor law
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More Protectionism and Paternalism at the UK Panel on Takeovers and Mergers
Introduction — The Panel Stands Firm In late November 2010, we published an article on the policy statement of the UK Panel on Takeovers and Mergers (Panel) which set out the ground work for changes to the rules governing the conduct of public takeovers in the UK as embodied in the UK Code on Takeovers […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Deal protection, Takeovers, Transparency, UK, UK Takeover Code
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Internal Control Weakness and Bank Loan Contracting
In our paper, Internal Control Weakness and Bank Loan Contracting: Evidence from SOX Section 404 Disclosures, forthcoming in The Accounting Review, we compare various features of loan contracts between firms with ICW and those without ICW. To provide evidence of the impact of ICW on various features of loan contracts, we construct a sample of […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Bank loans, Banks, Contracts, Internal control, SOX
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Activists Target Companies with Market Caps over $50 Billion
In a speech to the Council of Institutional Investors recently, Nelson Peltz, one of the most successful of the activist investors, said the recent changes in corporate governance would enable him to make investments in the heretofore “untouchables”—companies with market capitalizations over $50 billion. Mr. Peltz noted that the new governance rules give activists more […]
Click here to read the complete postRenault Case Illustrates Dangers of Misleading Whistleblower Claims
Earlier this year, following an internal investigation into allegations of industrial espionage, Renault SA (“Renault”), the giant French car maker, fired three senior employees with great public fanfare. But this week, after an inquiry by French officials reportedly found no evidence substantiating Renault’s findings, Renault issued a public apology to these employees and conceded it […]
Click here to read the complete postCourt Holds No Duty to Include a “Fiduciary Out” in Extra-ordinary Transaction Agreements
On March 30, 2011, the California Court of Appeals affirmed a long standing principle of California law that boards of directors of California companies can lawfully bind themselves to complete an extra-ordinary corporate transaction such as a merger or recapitalization without the need for a “fiduciary out” and without an independent shareholder vote. Monty v. […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Extraordinary transactions, Fiduciary outs, Shareholder voting
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Early Results from Say on Pay
Beginning on Jan. 21, 2011, most domestic public companies became subject to the SEC’s new “say on pay” and “say on frequency” rules. In the first 30 days of the new rules, 95 companies (including TARP recipients) held SOP votes and 92 companies held SOF votes. At 93 of the 95 companies, NEO compensation was […]
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