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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
SEC Proposes to Eliminate Broker Votes
The SEC recently published for public comment the NYSE’s proposal to eliminate broker discretionary voting in uncontested director elections, signaling that the Commission’s new leadership is prepared to move forward on an issue that has been on hold at the SEC since it was originally proposed in 2006. The rule change—which would not become effective […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Broker discretionary voting, NYSE, SEC, Shareholder elections
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A Lobbying Approach to SOX
In our forthcoming Journal of Accounting Research paper entitled A Lobbying Approach to Evaluating the Sarbanes-Oxley Act of 2002, we evaluate the impact of the Sarbanes-Oxley Act (SOX) on shareholders by studying the lobbying behavior of investors and corporate insiders in order to affect the final implemented rules under the Act. Following the passage of […]
Click here to read the complete postIs AIG Too Big to Fail?
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published in today’s Wall Street Journal. The AIG bailout—at $170 billion and rising—may end up as the costliest rescue of a single firm in history. There is much debate about bonuses paid to AIG’s executives. But there is far too little debate […]
Click here to read the complete postIndemnification of Director-representatives by PE Firms
With the increase in private securities, derivative and bankruptcy-related litigation against portfolio companies, private equity firms need to maximize the protections for the private equity firm, the funds they organize and the individuals who agree to serve as their representatives on portfolio company boards. Ironically, however, a private equity firm’s effort to provide “more” protection […]
Click here to read the complete postThe Defining Role of Good Faith
The Harvard Program on Corporate Governance has issued a new discussion paper entitled “Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law.” Co-authored by Leo E. Strine, Jr., who is Vice Chancellor of the Delaware Court of Chancery and Senior Fellow of the Program of Corporate Governance, and by Lawrence A. Hamermesh, […]
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Posted in Academic Research, Boards of Directors, HLS Research, Mergers & Acquisitions, Practitioner Publications
Tagged Duty of good faith, Fiduciary duties, Stone v. Ritter
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Second Generation Advance Notification Bylaws
Many companies have enacted special bylaw provisions regulating the ability of shareholders to nominate directors or place items on the agenda for consideration at a company’s annual or special meeting or by consent, typically referred to as advance notification bylaws (“ANBs”). Historically, most ANBs have been straightforward, and typically advanced the date by which a […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Advanced notice, Charter & bylaws, Shareholder activism
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Option Backdating and Board Interlocks
In our forthcoming Review of Financial Studies paper Option Backdating and Board Interlocks, we examine the role of board connections in explaining how the controversial practice of backdating employee stock options spread to a large number of firms across a wide range of industries. Given that the practice was not publicly disclosed, it is unlikely […]
Click here to read the complete postProblems Hidden Under The TARP
Editor’s Note: This post is by J.W. Verret of the George Mason University School of Law. In my briefing memo, The U.S. Government as Control Shareholder of the Financial and Automotive Sector: Implications and Analysis, I offer an analysis of the implications of the U.S. Treasury holding equity control over private industry. This was also […]
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Posted in Boards of Directors, Financial Crisis, Legislative & Regulatory Developments, Securities Regulation
Tagged Bailouts, Financial crisis, TARP, Treasury Department
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The Future of Claims Against Mutual Funds
My recent article, “A Shaky Future for Securities Act Claims Against Mutual Funds“, considers the liability of mutual fund issuers under §§ 11(a) and 12(a)(2) the Securities Act. In a Securities Act § 11(a) or § 12(a)(2) action, a plaintiff complains of a materially misleading statement (misstatement) in an issuer’s registration statement (prospectus). In the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate liability, David Geffen, Dechert, Fund litigation, Mutual funds
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Activist Arbitrage
In Activist Arbitrage: A Study of Open-Ending Attempts of Closed-End Funds, which was co-written with Michael Bradley, Alon Brav, and Wei Jiang, and which was recently accepted for publication in the Journal of Financial Economics, we conduct a comprehensive empirical study of the attempts of activist arbitrageurs to open-end closed-end funds in the U.S. Unlike […]
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