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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
“Utmost Seriousness” Necessary in Preservation of Electronic Evidence
In an important new decision, Judge Shira A. Scheindlin of the United States District Court for the Southern District of New York has expanded upon her well-known Zubulake V opinion (229 F.R.D. 422 (S.D.N.Y. 2004)), setting forth crucial guidance for all parties to litigation as to their obligations to preserve and collect all potentially relevant […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Discovery, University of Montreal Pension Plan v. Bank of America, Zubulake V
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Corporate Governance and Internal Capital Markets
In our paper, Corporate Governance and Internal Capital Markets, which was recently published on SSRN, my co-author, Zacharias Sautner, and I take advantage of a unique opportunity for a natural experiment provided by a recent tax change in Germany to explore the link between corporate governance and internal capital markets. In 2002, the prevailing 52% […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Private Equity
Tagged Germany, Taxation
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Who Blows the Whistle on Corporate Fraud?
In our paper, Who Blows the Whistle on Corporate Fraud?, which is forthcoming in the Journal of Finance, we study all reported fraud cases in large U.S. companies between 1996 and 2004 to identify the most effective mechanisms for detecting corporate fraud. The large and numerous corporate frauds that emerged in the United States at […]
Click here to read the complete postRestoring Balance in Proxy Voting: The Case For “Client Directed Voting”
It has become commonplace to hear the corporate proxy voting system described as “broken” or “dysfunctional,” yet its most fundamental defect is mostly ignored: the absence of retail investor participation. If the voters from an entire region of the country – say the Southwest – did not show up at the polls for presidential elections, […]
Click here to read the complete postEarnouts – A Siren Song?
An earnout—under which a portion of a purchase price is deferred and dependent on future events—is a regularly discussed and somewhat less often implemented tool to bridge the final purchase price gap in negotiations for the sale of a business. Particularly where the disparity results from a seller and buyer holding differing expectations of future […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Earnouts
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Local Dividend Clienteles
In our paper Local Dividend Clienteles, which is forthcoming in the Journal of Finance, we examine the role of investor demand in shaping corporate payout policy. Miller and Modigliani (1961) raise the question of whether firms set policies and investors sort accordingly, or companies respond to the preferences of their current shareholders. In this paper, […]
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Posted in Academic Research, Empirical Research
Tagged Dividends, Payouts
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Acquirers Not Liable for Attorneys’ Fees for Renegotiating Merger Terms
Two recent rulings in New York and Delaware denying motions by plaintiffs in a shareholder class action for attorneys fees should provide acquirers with comfort that they can negotiate changes to transaction terms without fear that the renegotiation will necessarily render them liable for attorneys’ fees. In re Bear Stearns Litig., Index No. 600780/08 (N.Y. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Alaska Electrical Pension Fund v. Brown, Attorneys' fees, In re Bear Stearns
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Exploring the Roles Corporate and Securities Law Can Play in Encouraging Corporations to Respect Human Rights
Recently York University’s Osgoode Hall Law School in Toronto convened an expert meeting in support of the Corporate Law Tools Project of my UN mandate, titled “Corporate Law and Human Rights: Opportunities and Challenges of Using Corporate Law to Encourage Corporations to Respect Human Rights.” The consultation was also supported by the Office of the […]
Click here to read the complete postPolicy Perspectives on OTC Derivatives Market Infrastructure
In our paper Policy Perspectives on OTC Derivatives Market Infrastructure (Federal Reserve Bank of New York Staff Report No. 424), we address market design weaknesses in the over-the-counter (OTC) derivatives market that were identified through the crisis, and discuss how the New York Fed and other regulators could improve the structure of this market. In […]
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Posted in Academic Research, Empirical Research, Financial Regulation
Tagged Federal Reserve, OTC derivatives
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Ownership’s Powerful and Pervasive Effects on M&A
Mergers and acquisition (M&A) practices vary – indeed, practitioner lore is that every deal is unique. But M&A deals have much in common. M&A contracts, techniques, and outcomes vary systematically. While practitioners exploit such patterns, few have been reported, analyzed, or considered in academic research, and not all practitioners fully reflect these patterns in their […]
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Posted in Academic Research, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Ownership
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