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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
Congress, Don’t Give up on Incentives
Editor’s Note: This post, which focuses on the executive pay restrictions imposed by the stimulus bill passed last Friday, is based on an op-ed piece by Lucian Bebchuk published in today’s Wall Street Journal. A related op-ed piece by Professor Bebchuk, published earlier this month in the Wall Street Journal and dealing with the pay […]
Click here to read the complete postThe Future of Securities Regulation
The U.S. system of securities law was designed more than 70 years ago to regain investors’ trust after a major financial crisis. Today we face a similar problem. But while in the 1930s the prevailing perception was that investors had been defrauded by offerings of dubious quality securities, in the new millennium, investors’ perception is […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Capital markets, Institutional Investors, Investor protection, Securities regulation
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Economic “Stimulus” Legislation to Impose New Executive Compensation Restrictions
The final version of the American Recovery and Reinvestment Act of 2009, which was passed by the House on February 13 and was expected to be passed by the Senate later that night, includes extensive new restrictions on the compensation arrangements of financial institutions participating in the Troubled Asset Relief Program (“TARP”). The new legislation, […]
Click here to read the complete postRights Plans Offer Special Benefits for Some Companies
The decline in the market capitalization of many companies has increased the number of pill adoptions, replacements and extensions. FactSet SharkRepellent’s data show that rights plan activity (i.e., adoptions, replacements and extensions) in 2008 was at the highest level since 2002 and more than 64% higher than 2007. A major reason for this uptick in […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged ISS, Poison pills, Proxy voting
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Year-End Update On Class Actions
Class action lawsuits are an increasingly pervasive force in today’s business world. Defending and defeating these cases efficiently and prudently is a top priority for many in-house legal teams and their outside counsel. This year-end update reports on key trends in class action practice. It provides an overview of Rule 23, reviews key class action […]
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Posted in Boards of Directors, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Class actions, Securities litigation
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The Case for Big Government
My recent book, The Case for Big Government, argues that America has been the victim of an anti-government ideology that has grown more intense, even under a Democratic president, Bill Clinton, since the late 1970s. It has long been part of the American national character to look with suspicion on government. After all, its very […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged Financial crisis, Financial regulation, Public interest
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Subjecting Private Funds to SEC Registration and Oversight
A bill introduced in the Senate on January 29, 2009 would generally require private funds to register with the U.S. Securities and Exchange Commission and impose other regulatory requirements, including the filing of information for public disclosure such as the identity of investors and the value of fund assets. The “Hedge Fund Transparency Act” (the […]
Click here to read the complete postIs Investor Protection the Top Priority of SEC Enforcement?
A paper I recently posted on SSRN, “Is Investor Protection the Top Priority of SEC Enforcement? Evidence from Actions Against Broker-Dealers,” provides the first empirical account of SEC enforcement efforts against the firms at the center of the current market turmoil: investment banks and brokerage houses. It suggests that the SEC favors defendants associated with […]
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Posted in Academic Research, Empirical Research, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Investor protection, SEC enforcement
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Madoff – Could it Have Happened in the UK?
This post outlines what the alleged Madoff fraud involved and how it was able to happen. It looks at relevant aspects of the US regulatory system and draws attention to some similarities in the UK system. The Madoff debacle Bernard Madoff’s alleged Ponzi scheme is reported to have cost clients $50bn. His business was run […]
Click here to read the complete postAreas for Enhanced Board Focus
Recent events in the financial markets and the ensuing economic turmoil has shattered the trust of investors, regulators and Main Street in financial institutions and the capital markets on a global scale. The crisis has heightened focus on the importance of risk management at all corporations and has encouraged a fresh look at the role […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Compliance & ethics, In re Caremark, Risk, Risk management
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