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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
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
New SSRN e-journal on Disclosure, Internal Control & Risk-Management
The Corporate Governance Network (CGN) of SSRN recently launched a new e-journal on Disclosure, Internal Control & Risk-Management. This journal distributes abstracts of, and links to, selected recent working papers that deal with disclosure and accounting decisions, internal control systems, risk management including hedging and derivatives, and similar topics. The journal collects abstracts on these […]
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Posted in Academic Research, Program News & Events
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Bank Lending During the Financial Crisis of 2008
In the paper, Bank Lending during the Financial Crisis of 2008, forthcoming in the Journal of Financial Economics, my co-author, David Scharfstein, and I examine the effect of the banking panic of late 2008 on the supply of credit to the corporate sector. The paper documents that new loans to large U.S. borrowers fell by […]
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Posted in Academic Research, Empirical Research, Financial Crisis, Private Equity
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Special Litigation Committees in Shareholder Derivative Litigation
A properly constituted Special Litigation Committee of disinterested and independent directors (SLC) empowered by the board to investigate and determine whether the prosecution of derivative claims is in the best interests of the company can be a powerful aspect of a board’s management authority. The SLC procedure is of greatest utility in a pending suit […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
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Italian Regulator Issues New Rules on Related-Party Transactions
On March 12, 2010, through Resolution No. 17221, Consob issued new rules governing related-party transactions entered into by listed issuers and other issuers with widely held shares. The new rules are applicable whether such transactions are entered into directly by such issuers or indirectly through subsidiaries (the “Regulation”). [1] Main Innovations The Regulation confers a […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
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The Fundamentals of Director Oversight Under Threat
Several “reform” initiatives bred by the financial and regulatory crises of 2008–2009 now threaten to undermine the fundamentals of director oversight in 2010 and beyond. Collectively, if not individually, these destabilizing dynamics will alter the balance of power utterly between directors and activist stockholders, between federal and state regulators, between American and foreign sources of […]
Click here to read the complete postManagerial Legacies, Entrenchment, and Strategic Inertia
In the paper, Managerial Legacies, Entrenchment, and Strategic Inertia, forthcoming in the Journal of Finance, my co-author, Catherine Casamatta, and I explore a firm’s decision to replace a poorly performing CEO with a new CEO in a context where strategic decisions have a long-term impact on the firm’s cash flows. Such a legacy implies that […]
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Posted in Academic Research, Boards of Directors, Empirical Research
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Scrutiny of Confidential Witnesses Endorsed in Securities Fraud Complaint
It has become routine for plaintiffs’ lawyers to make allegations purportedly obtained from confidential witnesses to meet the stringent pleading requirements applicable to federal securities fraud complaints, and the weight that courts should give such allegations in deciding motions to dismiss has been hotly contested. In affirming the dismissal of a federal securities fraud class […]
Click here to read the complete postThe Influence of Top Managers on Voluntary Corporate Financial Disclosure
Our paper, What’s My Style? The Influence of Top Managers on Voluntary Corporate Financial Disclosure, forthcoming in The Accounting Review, investigates two related research questions: (1) Do top managers exhibit unique and economically significant individual-specific styles in voluntary corporate financial disclosure? (2) If so, are observable characteristics of managers’ personal backgrounds associated with any cross-sectional […]
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Posted in Academic Research, Empirical Research
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Enhancing Board Performance through Dynamic Board Development
Recent events have placed increased demands on the boards of public companies, and investors, regulators and lawmakers are calling on boards to improve their performance in key areas such as strategy, oversight of risk management, succession planning and the nomination process. Rather than seeking to address each of the current challenges in isolation, leading public […]
Click here to read the complete postValuing Safety is Good for Companies’ Bottom Line
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that first appeared in the online edition of The Atlantic. In recent weeks, we have had two striking […]
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