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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 U.S. Left Behind: The Rise of IPO Activity Around the World
Craig Doidge, Andrew Karolyi and I have posted on SSRN a new working paper titled The U.S. Left Behind: The Rise of IPO Activity Around the World. We show that there has been a striking evolution over time in IPO activity across countries. We build a comprehensive sample of 29,361 IPOs from 89 countries constituting […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged International governance, IPOs
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Criticism Distorts Value ISS Provides to Boards
Last month, as the new federal requirement for say on pay took effect, the Center on Executive Compensation (CEC) issued a white paper that includes a well-reasoned critique of Institutional Shareholder Services. Titled “A Call for Change in the Proxy Advisory Industry Status Quo,” the white paper criticizes ISS for a lack of transparency regarding […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Golden parachutes, ISS, Proxy advisors, Transparency
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Capital versus Performance Covenants in Debt Contracts
In the paper, Capital versus Performance Covenants in Debt Contracts, which was recently made publicly available on SSRN, we propose a simple classification of financial covenants into two distinct groups: performance covenants and capital covenants. Performance covenants rely on measures of profitability and efficiency whereas capital covenants rely on information about sources and uses of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Private Equity
Tagged Accounting, Contracts, Covenants, Debt contracts
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SEC Claws Back Again
Editor’s Note: Wayne Carlin is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton firm memorandum by Mr. Carlin and John F. Savarese. The SEC recently announced a settled enforcement action in which it obtained a “clawback” of prior compensation and stock sale profits […]
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Posted in Court Cases, Executive Compensation, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Pay for performance, SEC, SEC v. McCarthy, SOX, SOX Section 304
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Materiality of Misrepresentations in U.S. Securities Litigation
The U.S. Supreme Court has recently curtailed the scope of securities fraud actions and tightened pleading requirements, making it more difficult for plaintiffs to allege securities fraud and ultimately making such claims more prone to an early dismissal. As such, in electing to review the “materiality” issue in Matrixx Initiatives, Inc., et al. v. Siracusano, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Matrixx Initiatives v. Siracusano, Securities enforcement, Securities fraud, Supreme Court
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The SEC Push for Enhanced Disclosure of Litigation Contingencies
Over the last several days, there has been a raft of SEC filings in which companies have disclosed “reasonably possible” litigation losses. These filings are the result of SEC pressure and an interpretative position advanced by the Staff. In recent speeches, the Chief Accountant of the SEC’s Division of Corporation Finance has questioned whether companies […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged ASC 450, Filings, Litigation disclosures, Loss contingencies, SEC
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How Stable Are Corporate Capital Structures?
In the paper, How Stable Are Corporate Capital Structures? which was recently made publicly available on SSRN, we examine the stability of corporate capital structures. Overall, the evidence indicates that time-series variation in the leverage of individual firms is of first-order importance, with leverage instability reflecting the external funding of company expansion and with mature […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital structure, Financing conditions, Leverage
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Poison Pills in 2011
Having been buffeted by sustained attacks from activists and proxy voting advisors in past years, the shareholder rights agreement is no longer as prevalent as it once was—a phenomenon that has been documented by many corporate governance observers like The Conference Board. However, the most recent case law confirms the validity of poison pills that […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Beneficial owners, Boards of Directors, Hostile takeover, NOLs, Poison pills, Staggered boards, The Conference Board
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FDIC’s Second Notice of Proposed Rulemaking under the Orderly Liquidation Authority
This Davis Polk memorandum, primarily written by Randy Guynn and Reena Agrawal Sahni, describes the FDIC’s second notice of proposed rulemaking, published on March 23, 2011, to implement its new Orderly Liquidation Authority (OLA) under Title II of the Dodd-Frank Act. The proposed rules raise significant issues in a number of areas, including the recoupment […]
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Posted in Bankruptcy & Financial Distress, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy Code, FDIC, Resolution authority
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