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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
The American Corporation and its Shareholders: Dooryard Visits Disallowed?
Editor’s Note: The post below by Commissioner Elisse Walter is a transcript of remarks by her at the Society of Corporate Secretaries and Governance Professionals on June 27, 2009 in San Diego.) I am delighted to participate in this year’s conference. And, I particularly appreciate your willingness to change the placement of this speech in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation
Tagged Disclosure, Governance reform, SEC, Shareholder rights
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Why the SEC should not further restrain short selling
The hedge fund coalition that I chair, the Coalition of Private Investment Companies (CPIC), recently submitted a comment letter to the Securities and Exchange Commission (SEC) in which we laid out our case for why the Commission should drop proposals to further restrain short selling. Under consideration by the regulator is a series of proposals […]
Click here to read the complete postSEC Advocates Broad Reforms of Synthetic Ownership Instruments and Markets
As we have pointed out for some time, non-traditional structured and derivative arrangements that create economic exposure to publicly traded securities have allowed activist and short-term investors to exert vast but hidden influence. With respect to equity securities, investors have used such instruments to secretly accumulate large equity positions with a view to exercising control […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Debt securities, Equity securities, Exchange Act, OTC derivatives, SEC
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Financial Visibility and Going Private
In our forthcoming Review of Financial Studies paper Financial Visibility and the Decision to Go Private we investigate the determinants of the decision to go private over a firm’s entire public life cycle. We investigate the decision to go private by estimating several variations of the hazard model. Initially, we estimate a broad competing risk […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Buyouts, Federal Reserve, Going private, IPOs
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The Proper Limits of Shareholder Proxy Access
Editor’s Note: The post below by Commissioner Paredes is a transcript of remarks by him at the Center for Capital Markets Competitiveness, U.S. Chamber of Commerce on June 23, 2009 in Washington, D.C. It is a pleasure to be speaking at this timely conference on “Shareholder Rights, the 2009 Proxy Season, and the Impact of […]
Click here to read the complete postToxic Tests
Editor’s Note: This post is Lucian Bebchuk’s current column in his series of monthly commentaries titled “The Rules of the Game” for the international association of newpapers Project Syndicate. The series focuses on finance and corporate governance and may be accessed here. Below is the text of Professor Bebchuk’s column: The United States government is now […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Banks, Failed banks, Financial crisis, Stress tests, Toxic assets
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Retaining Key Target Employees: Lessons For Acquirors
Common issues confronting acquirors involve retaining the target company’s key employees and protecting against the loss of business to defecting employees. A recent Delaware Court of Chancery decision addressed issues faced by an acquiror, where a group of the target company’s employees plotted to leave the target company and launch a competing business prior to […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Delaware cases, Delaware law, Ivize v. Compex Litigation Support
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Modernizing Pension Fund Legal Standards
In Modernizing Pension Fund Legal Standards for the Twenty-First Century, we explore the symbiotic relationship between sustainable success of the corporate sector and the ability of pension funds to successfully fulfill their mandate. We note that exponential growth in the size of pension fund assets since the 1970s and their current collective ownership of public […]
Click here to read the complete postCompensation Peer Groups
In our forthcoming Journal of Financial Economics paper entitled “Inside the black box: the role and composition of compensation peer groups” we investigate how much compensation peer groups explain observed variation in CEO compensation and what determines the composition of these groups. Effective December 15, 2006, the SEC required that firms disclose “Whether the registrant […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation ratios, Executive Compensation
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SEC Must Constrain Abusive Short Selling
The repeated abuse of short selling over the past eighteen months has led to the destruction of businesses, cost countless numbers of jobs and created systematic risk in the global economy. Though some have asserted that short selling aids liquidity and price discovery in the market, the possibility of such functions should not be used […]
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