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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
Implications of the sale of Chrysler
In an important ruling issued on Sunday, May 31, 2009, Bankruptcy Judge Arthur J. Gonzalez in the Southern District of New York approved the sale of Chrysler in exchange for two billion dollars in cash and the assumption of certain liabilities.[1] [2] In connection with approval of this sale transaction, Judge Gonzalez opined on sub […]
Click here to read the complete postCorporate Transparency and Resource Allocation
In our paper Does Corporate Transparency Contribute to Efficient Resource Allocation? which was recently accepted for publication in the Journal of Accounting Research, we examine whether the country-level information environment positively affects the timely reallocation of resources in response to growth shocks (or changes in growth opportunities) by improving the transfer of resources from industries […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Information environment, Shocks, Transparency
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SPE Assets Invaded to Benefit Affiliated Entities
In an important ruling recently issued, Bankruptcy Judge Allan L. Gropper in the Southern District of New York approved a $400 million debtor-in-possession facility for General Growth Properties, Inc., which filed the largest real-estate Chapter 11 case in U.S. history. In connection with approving the financing, Judge Gropper permitted affiliated debtors to use excess cash […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications
Tagged Bankruptcy, Debtor-creditor law, Special purpose vehicles
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Don’t Let Companies Change Shareholders’ Blank Votes
Please take a few minutes to read and submit comments on a rulemaking petition that a group of ten filed with the SEC on Friday, May 15th, to amend Rule 14a-4(b)(1). The petition seeks to correct a problem brought to our attention by John Chevedden, long-time shareowner activist. See petition File 4-583 here. Send comments […]
Click here to read the complete postHow Does Law Affect Finance?
In our paper How Does Law Affect Finance? An Examination of Equity Tunneling in Bulgaria, which was recently accepted for publication in the Journal of Financial Economics, we provide a simple model which unbundles different forms of “tunneling”, the extraction of firm value by a firm’s controlling shareholders or managers, and derive how each affects […]
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Posted in Academic Research, Empirical Research, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Controlling shareholders, Dilution, Firm valuation, Freezeouts, Tunneling
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Proposed Amendments to Conflicts of Interest Rules in Public Offerings
The SEC has issued Release No. 34-59880 soliciting comments on proposed amendments to NASD Rule 2720 that streamline the application of the Rule’s requirements to public offerings of securities in which a participating broker-dealer has a “conflict of interest.” Some of the more significant proposed amendments would: a. exempt from the filing requirements and the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Equity offerings, NASD, QIU
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The Battle for Shareholder Access: The Current State of Play
Highlights • Shareholder proxy access is coming, and it will be the hottest issue of the 2010 proxy season. Public companies should expect, and be prepared for, the strong likelihood of shareholder proxy access in the 2010 proxy season. • The SEC is scheduled to vote on a proposed shareholder proxy access rule tomorrow, May […]
Click here to read the complete postCEOs as outside directors
In our paper Why do firms appoint CEOs as outside directors? which was recently accepted for publication in the Journal of Financial Economics, my co-authors Rüdiger Fahlenbrach and Angie Low, and I investigate in detail the role of outside board members who are CEOs of U.S. public companies. Using data from 1988 to 2005 on […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Outside directors, Shareholder value
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Directors’ Monetary Liability for Actions or Omissions Not in Good Faith
Michael Torres, who is my colleague at Mayer Brown LLP, and I have written a paper titled Directors’ Monetary Liability for Actions or Omissions Not in Good Faith, based on a paper we submitted to the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Law School. It has long been established that damages […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Conflicts of interest, Director liability, Misconduct, Negligence
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Making Investors a Priority in Regulatory Reform
Editor’s Note: The post below by Commissioner Luis Aguilar is a transcript of remarks by him at the recent 2009 Independent Directors Conference Workshop in Boston. It is a pleasure to be here with all of you at the 2009 Independent Directors Conference Workshop to share my views on the regulatory reform issues currently being […]
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Posted in Boards of Directors, Financial Regulation, Regulators Materials
Tagged Board leadership, Boards of Directors, Diversity, Financial regulation, Risk oversight, SEC, Systemic risk
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