Yearly Archives: 2010

Why Investment Bankers Should Have (Some) Personal Liability

This post comes to us from Claire Hill and Richard Painter. Claire Hill is the Solly Robins Distinguished Research Fellow and Professor of Law at the University of Minnesota Law School; Richard Painter is the S. Walter Richey Professor of Corporate Law at the University of Minnesota Law School. The post relates to a recent paper by Professors Hill and Painter, which is available here.

Commentators on this blog and elsewhere have discussed solutions to problems that caused the most recent financial crisis. A pervasive theme has been the excessive appetite for risk in the banking industry and the impact of compensation on attitudes toward risk.

Some commentators have proposed making stock-based compensation more “long term” by requiring bankers to retain stock holdings in their employers. Others such as Lucian Bebchuk and Holger Spamann have recommended that bankers’ compensation be tied to the fortunes of creditors, not just shareholders. (Learn more about their views here.) Many of these proposals would be an improvement upon the status quo.

We are concerned, however, that these proposals – and others currently being considered in Congress – do not go far enough in linking the financial interest of bankers with the financial health of their banks. Bankers may lose upside profits if their banks do not do well, but they do not share the downside impact that their own risk taking has on broad segments of society – creditors, customers, employees and ultimately, taxpayers.

READ MORE »

Restoring Trust in Corporate Governance

Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs, a senior fellow at Harvard University’s schools of law and government and trustee of the Committee for Economic Development. This post is based on a Policy Brief by Mr. Heineman published by the Committee for Economic Development, which is available here. This article also appeared in Business Week Online.

The business community faces a crisis in confidence both in its own ranks and in the broader society. Many are asking: how can corporations govern themselves more effectively – and truly be held accountable?

One answer is increased public regulation. The origins of the Great Recession include bad business decision-making caused in no small part by excessive and poorly structured corporate compensation. Not surprisingly, there are now energetic public policy debates about the governance both of the financial sector (a variety of measures are being considered to ensure safety and soundness) and of all publicly held corporations (with focus on an enhanced shareholder role and mandated compensation and risk processes.

Six Essential Tasks

But, regardless of regulatory outcomes, boards of directors and business leaders will still have to make complex decisions that direct the destiny of corporations. In doing so, they must, in my view, discharge six essential, interrelated tasks which are the foundation for rebuilding trust in corporate governance and addressing the ultimate questions of corporate accountability which underlie the governance debates.

READ MORE »

Financial Strength and Product Market Behavior

This post comes to us from Laurent Fresard, Assistant Professor of Finance at HEC Paris.

Seldom has corporate strategy been turned on its head so quickly. Not long ago, cash holdings were considered a dangerous thing to accumulate and companies that hoarded large cash positions were viewed with a great deal of suspicion. However, the recent market turmoil and the resultant tightening of credit have clearly emphasized the advantage of maintaining a liquid balance sheet, as many firms are desperately seeking to avoid a cash squeeze. This rapidly changing perspective underscores the need for a deeper understanding of what the implications of corporate cash policy really are. Indeed, although recent developments have considerably broadened our knowledge of the various determinants of corporate cash holdings, the literature has so far paid little attention to whether cash holdings have a material effect on firms’ day-to-day operations. My paper, Financial Strength and Product Market Behavior: The Real Effects of Corporate Cash Holdings, forthcoming in the Journal of Finance, helps bridge that gap by examining whether cash holdings include a strategic dimension that affects firms’ product market decisions.

READ MORE »

Supreme Court Strikes Down Restrictions on Corporate Speech

Ted Olson is a partner at Gibson, Dunn & Crutcher LLP and former Solicitor General of the United States; this post is based on a Gibson Dunn Update by Mr. Olson, Matthew D. McGill and Amir C. Tayrani. Messrs. Olson, McGill and Tayrani, and Ryan J. Watson briefed Citizens United v. Federal Election Commission on behalf of Citizens United; Mr. Olson argued the case in the U.S. Supreme Court in March 2009 and re-argued the case in September 2009.

On January 21, 2010, the U.S. Supreme Court issued a groundbreaking decision in Citizens United v. Federal Election Commission, which held that portions of the McCain-Feingold campaign finance law banning corporate and union expenditures on political speech violate the First Amendment. The decision also calls into question similar restrictions on corporate speech in two dozen States.

The case arose out of Citizens United’s January 2008 release of Hillary: The Movie, a 90-minute critical documentary about then-Senator Hillary Clinton, who was a candidate for the Democratic Party’s presidential nomination. Citizens United sought to distribute the movie through Video On Demand, but was prohibited from doing so because federal law made it a felony for corporations–including nonprofit corporations–to use their general treasury funds for political advocacy. Citizens United filed suit challenging those restrictions. After Citizens United lost before a three-judge district court, the Supreme Court granted review and set the case for argument in March 2009. At its final sitting before its summer recess, the Court then took the highly unusual step of ordering re-argument of the case at a special September 2009 sitting.

READ MORE »

The Corporate Consequences of the Supreme Court’s Decision

Mark Roe is a professor at Harvard Law School, where he teaches bankruptcy and corporate law. This post is based on an op-ed by Professor Roe that appeared today in the Financial Times.

Last week, the US Supreme Court ruled that the Congressional limit on corporations and labor unions advertising for and against political candidates violates free speech principles.

Constitutional law scholars, the media and the public will debate whether corporations are entitled to free speech protections and Congress may revisit campaign contribution limits and public funding.

But the potential corporate, business and economic consequences of the decision, assuming it stands, are profound. Conservative and business media have thus far favored the decision as helpful to business; but it’s not at all clear that it is favorable to the economy. It’s likely to hurt the dynamism of the American economy, perhaps severely.

The Court’s decision will strengthen the hand of incumbent interests over unorganized emerging interests. That is not good. Incumbent business interests often see upstarts as competing unfairly, as needing to be regulated, and as deserving of being suppressed. Incumbent businesses like politicians to squelch new entrants. With their checkbooks now opened up, they will support politicians who seek to regulate and suppress upstarts.

READ MORE »

The Harvard Law School Proxy Access Roundtable: The Transcript

The Harvard Law School Program on Corporate Governance recently released as a working paper the transcript of the Program’s Proxy Access Roundtable, which was held late last year.  The working paper containing the transcript is available here. The editors, Lucian Bebchuk and Scott Hirst, have also submitted the transcript to the Securities and Exchange Commission as a comment on the Commission’s proposed rule on proxy access, Facilitating Shareholder Director Nominations, and hope that it will be a useful contribution as the Commission considers rulemaking on the subject.

The Roundtable brought together prominent participants in the debate – representing a range of perspectives and experiences – for a day of discussion on the subject.  The day’s first two sessions focused on the question of whether the Securities and Exchange Commission should provide an access regime, or whether it should leave the adoption of access arrangements, if any, to private ordering on a company-by-company basis. The third session focused on how a proxy access regime should be designed, assuming the Securities and Exchange Commission were to adopt such an access regime. The final session went beyond proxy access and focused on whether there are any further changes to the arrangements governing corporate elections that should be considered. Further information about the Roundtable is available here.  The transcript was edited by the participants and the editors, with the aim of retaining the spirit of the Roundtable while ensuring that the message of each participant is clearly and accurately conveyed to readers.

READ MORE »

CEO Cash Compensation and Poor Firm Performance

This post comes to us from Ken Shaw and May Zhang, both Assistant Professors of Accounting at the University of Missouri Trulaske College of Business.

In our paper, Is CEO Cash Compensation Punished for Poor Firm Performance?, which was recently accepted for publication in the Accounting Review, we examine the asymmetry in the CEO pay-performance relation. In particular, we examine whether CEO pay is more sensitive to poor stock price performance than to good performance, as claimed by Leone, Wu, and Zimmerman (2006, Journal of Accounting and Economics).

Our main sample consists of 14,632 firm-year observations over 1993-2005. We measure firm performance using the change in return on assets (ROA) and stock returns. We use a three-way performance partition to identify firm-year observations as strong, intermediate, or poor performers. We regress changes in CEO cash compensation on change in ROA and stock return performance variables, allowing for differing slopes among the performance partitions and controlling for firm size, book-market ratio, leverage, cash constraints, and the issuance of new equity or debt securities. We find no asymmetry in CEO cash compensation for firms with low stock returns. Further, we find that CEO cash compensation is less sensitive to poor earnings performance than it is to better earnings performance. These results suggest CEO cash compensation is not punished for poor firm performance.

In additional analyses, we test whether CEO pay is punished for poor firm performance in subsamples of firms with strong corporate governance. We alternatively define firms with strong corporate governance as those with a low G-Index, a high percentage of independent directors, or a high percentage of shares owned by institutional investors. Even among the worst-performing firms with the strongest corporate governance, we are unable to find evidence of CEO pay being punished for poor firm performance.

The full paper is available for download here.

Letters of Intent — Ties that Bind?

David Fox is a partner at Kirkland & Ellis LLP, focusing on complex mergers and acquisitions as a member of that firm’s Corporate Group. This post is based on a Kirkland & Ellis M&A Update by Daniel Wolf, a partner at Kirkland & Ellis specializing in mergers and acquisitions, corporate finance, securities and general corporate matters. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

A recent Delaware bench decision from newly appointed VC Laster on a motion for a temporary restraining order offers a timely reminder of potential pitfalls for parties entering into letters of intent or term sheets (for ease of reference, collectively referred to as LOIs) with the expectation that they merely represent an unenforceable “agreement to agree.”

In the present case, the plaintiff, Global Asset Capital, entered into a letter of intent with the defendant, Rubicon U.S. REIT, that contemplated Rubicon filing for bankruptcy in conjunction with Global signing an agreement to act as the stalking horse bidder with the benefit of a break-up fee in a court-supervised auction. While the recitation and findings of fact are extremely limited given the preliminary nature of the proceedings, the court did grant injunctive relief based on colorable claims that the exclusivity and confidentiality provisions of the LOI were breached by Rubicon and that Rubicon had failed to negotiate in good faith with Global as required by the LOI.

READ MORE »

Maintaining Board Confidentiality

Charles Nathan is Of Counsel at Latham & Watkins and is Global Co-Chair of the firm’s Mergers and Acquisitions Group. This post is based on a Latham & Watkins Corporate Governance Commentary by Mr. Nathan, Stephen Amdur and Colin Bumby.

The increasing success of shareholder activists in designating or electing directors is altering the composition of public company boards. It is also posing challenges to long-held assumptions about the sanctity of board deliberations and the nature of a director’s confidentiality obligations to fellow directors and the company.

The almost certain advent of proxy access will exacerbate these issues because it will inevitably increase the number of shareholder-nominated directors in the board room.

Notwithstanding the theoretical implications of the legal principle that a director, no matter how nominated or by whom, owes fiduciary duties to all shareholders, as a practical matter shareholder-nominated directors are often viewed, and in fact act, as representatives of their shareholder sponsors—what some call “special interest” or “constituency” directors.

The presence of constituency directors in a board room heightens concerns about confidentiality in two important, but often distinct, realms.

READ MORE »

Compensation in the Financial Industry

Editor’s Note: This post is the written testimony (with footnotes omitted) submitted by Professor Lucian Bebchuk to the Committee on Financial Services, United States House of Representatives. Professor Bebchuk will be testifying today in the hearing on “Compensation in the Financial Industry.” The hearing will begin today at 10 a.m., and information about it and a link to a webcast of it can be found here. Professor Bebchuk’s complete written testimony (including footnotes) can be found here.

Chairman Frank, Ranking Member Bachus, and distinguished members of the Committee, thank you very much for inviting me to testify today.

Below I provide a brief account of some of the key issues facing us in examining compensation in the financial industry. My views on some of these issues are provided in more detail in the following three research papers from which this written testimony draws:

  • The Wages of Failure: Executive Compensation at Bear Stearns and Lehman 2000-2008 (with Alma Cohen and Holger Spamann)
    Harvard Law and Economics Discussion Paper No. 657, (December 2009).
    Forthcoming, Yale Journal on Regulation (2010).
    Available at SSRN: http://ssrn.com/abstract=1513522
  • Paying for Long-Term Performance (with Jesse Fried)
    Harvard Law and Economics Discussion Paper No. 658 (December 2009).
    Available at SSRN: http://ssrn.com/abstract=1535355
  • Regulating Bankers’ Pay (with Holger Spamann)
    Harvard Law and Economics Discussion Paper No. 641 (October 2009).
    Forthcoming, Georgetown Law Journal (2010).
    Available at SSRN: http://ssrn.com/abstract=1410072

Incentives for Risk-Taking

Standard compensation arrangements in publicly traded firms have rewarded executives for short-term results even when these results were subsequently reversed. Such arrangements have provided executives with excessive incentives to focus on short-term results. This problem, first highlighted in a book and accompanying articles that Jesse Fried and I published five years ago,2 has become widely recognized in the aftermath of the financial crisis. In financial firms, where risk-taking decisions are especially important, rewards for short-term results provide executives with incentives to improve such results even at the risk of an implosion later on.

READ MORE »

Page 43 of 46
1 33 34 35 36 37 38 39 40 41 42 43 44 45 46