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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
Practical Solutions To Improve The Proxy Voting System
On October 21, 2009 The Altman Group submitted a proposal to the SEC titled Practical Solutions To Improve The Proxy Voting System (available here). Effective January 1, 2010 brokerage firms will no longer be able to vote for non-responding clients with regard to uncontested elections of directors as a result of the SEC’s recent approval […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged NOBO, NYSE, NYSE Rule 452, Proxy voting, SEC
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Opinions as Incentives
Difference of opinion would be obviously valuable if it inherently entails a productive advantage in the sense of bringing new ideas or insights that would otherwise be unavailable. But could it be valuable even when it brings no direct productive advantage? Moreover, are there any costs of people having differing opinions? In our forthcoming […]
Click here to read the complete postProfessor Bebchuk Intervenes in Israel’s Largest Reorganization
At the request of one of Israel’s largest institutional investors, Professor Lucian Bebchuk submitted a report on whether the reorganization proposal of Africa-Israel Investments Ltd. would adequately protect the interests and contractual rights of public bondholders. Africa-Israel Investment Ltd., a conglomerate with business operations around the world (including the US where one of its subsidiaries […]
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Posted in Program News & Events
Tagged Africa-Israel Investments, Reorganizations
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Risk Management Lessons from the Global Banking Crisis
The events of 2008 clearly exposed the vulnerabilities of financial firms whose business models depended too heavily on uninterrupted access to secured financing markets, often at excessively high leverage levels. This dependence reflected an unrealistic assessment of liquidity risks of concentrated positions and an inability to anticipate a dramatic reduction in the availability of secured […]
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Posted in Financial Crisis, Practitioner Publications
Tagged Federal Reserve, Financial crisis, Risk, Risk management
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Fed Proposes Incentive Compensation Policies for Banking Organizations
On October 22, 2009, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued a comprehensive proposal (the “Proposal”) on incentive compensation policies that is intended to ensure that these policies do not undermine the safety and soundness of banking organizations by encouraging excessive risk-taking. The Proposal applies to all banking organizations […]
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Posted in Banking & Financial Institutions, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Executive Compensation, Federal Reserve, Golden parachutes, Incentives, Risk, Risk management
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Creating Reform That Is Sustainable for Investors
(Editor’s Note: The post below by Commissioner Aguilar is a transcript of his remarks at the Hofstra Investment Management Conference, omitting introductory and conclusory remarks; the complete transcript is available here. The views expressed in this post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange Commission or […]
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Posted in Financial Regulation, Securities Regulation, Speeches & Testimony
Tagged Financial reform, Financial regulation, Pay to play, SEC
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A Costly Lesson in the Rule of “Loser Pays”
(Editor’s Note: This post is based on an op-ed piece published in today’s print edition of the Financial Times and is available here.) The UK is reviewing rules governing its civil justice system, including class actions. Lord Justice Jackson is expected to publish a report in the next few months that will take up a […]
Click here to read the complete postSecuritization and Moral Hazard
Perhaps no academic paper has done more to convince scholars and policymakers that mortgage securitization led to lax screening by lenders and fueled the subprime crisis than did the recent paper by Keys, Mukherjee, Seru, and Vig (forthcoming in the Quarterly Journal of Economics, 2010) (hereafter, KMSV, who published a post in June on […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Bank loans, Banks, Moral hazard, Securitization
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Some Tender Offer Quirks
Much has been written about the advantages of structuring a friendly acquisition as a tender offer followed by a back-end squeeze-out merger as compared to a single-step merger. Some of these perceived benefits include speed to closing, avoiding adverse recommendations from proxy advisory firms such as RiskMetrics (ISS) and mitigating the risk of “empty voting.” […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Empty voting, Proxy advisors, Tender offer
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Implementing Proxy Access Under Delaware Law
The SEC recently announced that it would delay voting on the adoption of its mandatory proxy access regime to consider the comments and feedback it received in response to its proposed Rule 14a-11. Meanwhile, at the state level, corporate practitioners are closely following whether (and, if so, in what form) Delaware corporations will voluntarily adopt […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Delaware articles, Delaware law, Delaware legislation, Proxy access, Rule 14a-11, SEC
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