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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
CFTC Proposes to Register and Regulate Swap Dealers and Participants
On November 10, 2010, the CFTC proposed rules concerning swap dealers and major swap participants (“swaps entities”) under the Dodd-Frank Act. The rules address entity registration, conflicts of interest involving research and clearing activities, chief compliance officer designation and risk management, reporting and operational requirements. While the proposed rules do not address other key topics, […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged CFTC, Dodd-Frank Act, Risk, Risk management, Swaps, Swaps entities
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Why Do CFOs Become Involved in Material Accounting Manipulations?
In the paper, Why Do CFOs Become Involved in Material Accounting Manipulations? we investigate why CFOs become involved in material accounting manipulations. To address this research question, we examine two possible explanations. CFOs might instigate accounting manipulations for immediate personal financial gain, as reflected in their equity compensation. Alternatively, CFOs could manipulate the financial reports […]
Click here to read the complete postRecent Decisions Maintain Stability in Delaware Corporate Law
Delaware’s renowned corporation law rests upon a director-centric premise, reflected in Section 141 of the Delaware General Corporation Law (“DGCL”), that the business and affairs of corporations are to be managed by boards of directors. In carrying out this mandate, directors owe fiduciary duties requiring that they act in an informed manner (i.e., the duty […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged CBLH, Delaware cases, Delaware law, Delaware legislation
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Crossing State Lines — Cautionary Tender Offer Tales
With the increasing popularity of tender offers continuing unabated, dealmakers have quickly developed a comfort zone around structure and terms for Delaware targets. They are finding, however, that unique, and often quirky, provisions of state law in other jurisdictions mean that caution and creativity are required to implement the tender offer structure for targets incorporated […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Tender offer
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Empty Voting and the Efficiency of Corporate Governance
In our paper Empty Voting and the Efficiency of Corporate Governance, which is forthcoming in the Journal of Financial Economics, we model corporate voting outcomes when an informed trader, such as a hedge fund, can establish separate positions in a firm’s shares and votes. Recent research has shown that some hedge funds may use “empty […]
Click here to read the complete postKey Issues for Directors in 2011
For a number of years, as the new year approached, I have prepared a one-page list of the key issues for boards of directors that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance matters, as well as the demands […]
Click here to read the complete postLeverage, Moral Hazard, and Liquidity
In the paper, Leverage, Moral Hazard, and Liquidity, forthcoming in the Journal of Finance (February 2011), the authors argue that the buildup of leverage in the financial sector in good economic times helps explain why adverse asset shocks in such times are associated with a severe drying-up of liquidity and deep discounts in asset prices. […]
Click here to read the complete postChallenge to SEC Proxy Access Rules
Business Roundtable and the Chamber of Commerce have challenged SEC rules requiring public companies in certain circumstances to include shareholder nominees for director in the company’s proxy materials. The final rules comprise two main rules: (1) Rule 14a-11, which would require a publicly-traded company to include in its proxy materials a candidate nominated by shareholders […]
Click here to read the complete postNew SEC Whistleblower Rules Fall Short
The SEC recently released its proposed rules implementing the whistleblower program established under Section 922 of the Dodd-Frank Act. The proposed rules do not go far enough to avoid undermining corporate compliance systems. We summarize our key observations in this memo, and a more detailed discussion of the proposal and the issues it presents is […]
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