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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
Bringing Transparency and Oversight to the OTC Derivatives Market
(Editor’s Note: The post below by Chairman Schapiro is a transcript of her testimony to the House Committee on Agriculture hearing regarding the regulation of over-the-counter derivatives markets last week.) I. Introduction Chairman Peterson, Ranking Member Lucas, Members of the Committee: Thank you for the opportunity to testify on behalf of the Securities and Exchange […]
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Posted in Financial Crisis, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Credit default swaps, Financial crisis, OTC derivatives, SEC
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Proxy Access and the Balance of Power in Corporate Governance
Our experience with concentrated, long-term investments in large, public companies has taught us that the overwhelming majority of corporate directors are smart, diligent, and capable business people trying the best they can to faithfully discharge their fiduciary duties. They do not, however, always get it right. Something is broken in corporate America. Particularly over the […]
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Posted in Corporate Elections & Voting, Financial Crisis, Practitioner Publications
Tagged Governance reform, Pershing Square, Proxy access, Risk, Risk management, Shareholder voting
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Unblocking Corporate Governance Reform
(Editor’s Note: This post is Lucian Bebchuk’s most recent column in his series of monthly commentaries titled “The Rules of the Game” for the international association of newspapers Project Syndicate, which are available here. The column builds on Investor Protection and Interest Group Politics, an article co-authored by Professor Bebchuk and Professor Zvika Neeman that […]
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Posted in Financial Crisis, HLS Research, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Financial crisis, Governance reform, Public perception
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The Economic Consequences of IPO Spinning
In our paper, The Economic Consequences of IPO Spinning, which was recently accepted for publication in the Review of Financial Studies, we investigate the practice of spinning using a sample of 56 companies that went public during the period 1996-2000. Spinning is the allocation by underwriters of the shares of hot initial public offerings […]
Click here to read the complete postDavis Polk Releases Comprehensive Review of Financial Crisis Laws
It has been my privilege to support my partners as the editor of Davis Polk’s recently issued Financial Crisis Manual, which has been written by 21 Davis Polk partners and counsel working in a collaborative team that is the hallmark of our firm culture. The Manual is a comprehensive review of financial crisis laws as […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Financial crisis, Recovery & resolution plans, TARP
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Sharp Increase in Shareholder Votes Opposing Director Nominees
Recent data compiled by PROXY Governance, Inc. show a significant increase in the percentage of director nominees who received high percentages of shareholder votes cast in opposition in director elections during the 2009 proxy season. Although the vast majority of director nominees continue to be elected with little opposition, for companies with director election results […]
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Posted in Corporate Elections & Voting, Empirical Research, Practitioner Publications
Tagged Director nominations, Ousting directors, Proxy Governance Inc., Shareholder voting
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The Momentum For Reform Must Be Maintained
(Editor’s Note: The post below by Lord Adair Turner is a transcript of his remarks at London’s City Banquet, on September 22, 2009.) It’s a year and four days since Callum McCarthy spoke here on his second last day as Chairman of the FSA. I know he always received a warm welcome here and I am […]
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Posted in Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Speeches & Testimony
Tagged Financial crisis, Financial reform, Financial Services Authority
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Stapled Finance
In our recently accepted Journal of Finance paper, Stapled Finance, we investigate the relatively new, but now quite common occurrence of a loan commitment that is “stapled” onto an offering memorandum by the investment bank advising the seller in an M&A transaction. Stapled finance provides for credit at pre-specified terms to whoever wins the […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Stapled finance
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SEC Proposes Rule to Prohibit Pay-to-Play Practices
On August 3, 2009, the US Securities and Exchange Commission (the SEC) released a proposed rule under the Investment Advisers Act of 1940 (the Advisers Act) aimed at preventing “pay to play” practices by investment advisers that seek investment advisory business — including investment commitments in private equity funds — from state and local government […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Financial advisers, Investment Advisers Act, Pay to play, SEC
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