Yearly Archives: 2014

Gender Quotas for Corporate Boards

The following post comes to us from Anne L. Alstott, Jacquin D. Bierman Professor in Taxation of Yale Law School.

Gender quotas for corporate boards of directors have attracted attention in Europe, where a number of countries have enacted mandatory or voluntary quotas. In the United States, some activists, scholars, and policy makers have advocated quotas as a way to shatter the glass ceiling for women in business and (possibly) to improve corporate decisionmaking.

The appeal of quotas is that they represent the kind of structural change that could alter business practices that exclude women from leadership roles. Social psychology has demonstrated that gender discrimination flourishes when institutions allow actors to give free reign to stereotypes and to unconscious biases. Effective anti-discrimination measures must inform actors about these biases and limit the effects of bias on hiring, promotion, and the distribution of rewards in the workplace and in society. Still, quotas may have a dark side: critics worry that quotas could damage women’s career prospects if new directors are seen as tokens. Critics also predict that quotas could harm corporate performance, if new female directors are untrained or inexperienced. Empirical claims on both sides await further study by scholars.

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Update on the Halliburton Fraud-on-the-Market Case

John F. Savarese and George Conway are partners in the Litigation Department at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton firm memorandum by Mr. Savarese, Mr. Conway, and Charles D. Cording. The Supreme Court’s expected reconsideration of Basic is also discussed in a Harvard Law School Discussion Paper by Professors Lucian Bebchuk and Allen Ferrell, Rethinking Basic, discussed on the Forum here.

As we have described in our prior posts and memos (here and here), in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, the Supreme Court will decide whether or not to abandon the “fraud on the market” presumption of reliance that has facilitated class-action treatment of claims brought under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b–5. The case will be argued before the Court on March 5, and a decision will likely come by the end of June. As our earlier memos explained, Halliburton is potentially the most important securities case that the Court has heard in a long time.

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Regulation A+ Offerings—A New Era at the SEC

The following post comes to us from Samuel S. Guzik, founder and principal of Guzik & Associates.

December 18, 2013 may well mark an historic turning point in the ability of small business to effectively access capital in the private and public markets under the federal securities regulatory framework. On that day the Commissioners of the U.S. Securities and Exchange Commission met in open session and unanimously authorized the issuance of proposed rules [1] intended to implement Title IV of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)—a provision widely labeled as “Regulation A+”—and whose implementation is dependent upon SEC rulemaking. Title IV, entitled “Small Company Capital Formation”, was intended by Congress to expand the use of Regulation A—a little used exemption from a full blown SEC registration of securities which has been around for more than 20 years—by increasing the dollar ceiling from $5 million to $50 million. Both the scope and breadth of the SEC’s proposed rules, and the areas in which the SEC expressly seeks public comment, appear to represent an opening salvo by the SEC in what is certain to be a fierce, long overdue battle between the Commission and state regulators, the SEC determined to reduce the burden of state regulation on capital formation—a burden falling disproportionately on small business—and state regulators seeking to preserve their autonomy to review securities offerings at the state level.

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Managerial Risk Taking Incentives and Corporate Pension Policy

The following post comes to us from Divya Anantharaman of the Department of Accounting and Information Systems at Rutgers Business School and Yong Gyu Lee of the School of Business at Sungkyunkwan University.

In our paper, Managerial Risk Taking Incentives and Corporate Pension Policy, forthcoming in the Journal of Financial Economics, we examine whether the compensation incentives of top management affect the extent of risk shifting versus risk management behavior in pension plans.

The employee beneficiaries of a firm’s defined benefit pension plan hold claims on the firm similar to those held by the firm’s debtholders. Beneficiaries are entitled to receive a fixed stream of cash flows starting at retirement. The firm sponsoring the plan is required to set aside assets in a trust to fund these obligations, but if the sponsor goes bankrupt with insufficient assets to fund pension obligations, beneficiaries are bound to accept whatever reduced payouts can be made with the assets secured for the plan.

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Statement on the SEC’s Issuance of Certain Exemptive Orders Related to Rule 17g-5(c)(1)

Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a public statement by Commissioner Aguilar regarding the SEC’s recent issuance of exemptive orders of NRSROs to conflict of interest prohibitions under Rule 17g-5(c)(1) of the Exchange Act; the full text is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Rule 17g-5(c)(1) (the “Rule”) of the Securities Exchange Act of 1934 addresses nationally recognized statistical rating organization (“NRSRO”) conflict of interest concerns by prohibiting an NRSRO from issuing a credit rating where the person soliciting the rating was the source of 10% or more of the total net revenue of the NRSRO during the most recently ended fiscal year. [1] As noted by the Commission, this prohibition is necessary because such a person “will be in a position to exercise substantial influence on the NRSRO” and, as a result, “it will be difficult for the NRSRO to remain impartial, given the impact on the NRSRO’s income if the person withdrew its business.” [2] The Commission also recognized that the intent of the prohibition “is not to prohibit a business practice that is a normal part of an NRSRO’s activities,” and that the Commission may evaluate whether exemptive relief would be appropriate. [3]

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NY Court: Claims for Breach of RMBS Representation & Warranties Accrue on Issuance

Theodore N. Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. The following post is based on a Wachtell Lipton memorandum by Mr. Mirvis, George T. Conway III, Elaine P. Golin, Jeffrey D. Hoschander, and Justin V. Rodriguez.

In an important decision last week, a New York appellate court ruled that claims for breach of representations and warranties made in connection with residential mortgage-backed securities (RMBS) accrue when the representations and warranties are made, which typically occurs when the securitization closes. ACE Securities Corp. v. DB Structured Products, Inc., No.650980/12 (N.Y. App. Div. 1st Dep’t Dec. 19, 2013). The court held that the six-year contract statute of limitations begins to run at that time, instead of when a defendant refuses to comply with a plaintiff’s demand for a contractual remedy.

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A Theory of Debt Maturity

The following post comes to us from Douglas Diamond, Professor of Finance at the
 University of Chicago Booth School of Business, and Zhiguo He of the
 Department of Finance at the University of Chicago Booth School of Business.

In our paper, A Theory of Debt Maturity: The Long and Short of Debt Overhang, forthcoming in the Journal of Finance, we study the effects of the debt maturity on current and future real investment decisions of an owner of equity (or a manager who is compensated by equity). Our analysis is based on debt overhang first analyzed by Myers (1977), who points out that outstanding debt may distort the firm’s investment incentives downward. A reduced incentive to undertake profitable investments when decision makers seek to maximize equity value is referred to as a problem of “debt overhang,” because part of the return from a current new investment goes to make existing debt more valuable.

Myers (1977) suggests a possible solution of short-term debt to the debt overhang problem. In part, this extends the idea that if all debt matures before the investment opportunity, then the firm without debt in place can make the investment decision as if an all-equity firm. Hence, following this logic, debt that matures soon—although after relevant investment decisions, as opposed to before—should have reduced overhang.

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Bebchuk Leads SSRN’s 2013 Citation Rankings

Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as was the case for each of the six preceding years, Professor Lucian Bebchuk led SSRN citation rankings at the end of 2013. As of the end of December 2013, Bebchuk ranked first among all law school professors in all fields both in terms of the total number of citations to his work and in terms of the total number of downloads of his work on SSRN.

Bebchuk’s papers (available on his SSRN page here) have attracted a total of more than 4,000 citations. His top ten papers in terms of citations are as follows:

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Interlocking Board Seats and Protection for Directors after Schoon

Michal Barzuza is Caddell & Chapman Professor of Law at University of Virginia School of Law. This post is based on a paper co-authored by Professor Barzuza and Quinn Curtis of University of Virginia School of Law. 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.

In a new paper, Interlocking Board Seats and Protection for Directors after Schoon, we examine how interlocking board seats propagated corporate governance change in the aftermath of a surprising change in law. We identify firms’ response to the Delaware case Schoon v. Troy Corp which permitted a board to alter indemnification arrangements for a former director retroactively. We find that interlocking outside directorships played a role in predicting whether firms changed their indemnification arrangements after Schoon. We also identify other covariates associated with responsiveness: (i) a large proportion of outside directors; (ii) a designated independent lead director, and (iii) more board meetings in executive session are all associated with increased probability of response. It is surprising that outside director interlocks should determine response when information about the case was widely available to the public at large and to in-house counsels in particular.

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Valuing Private Equity

The following post comes to us from Morten Sorensen and Neng Wang, both of the Finance and Economics Division at Columbia Business School, and Jinqiang Yang of Shanghai University of Finance and Economics.

In our recent NBER working paper, Valuing Private Equity, to value PE investments, we develop a model of the asset allocation for an institutional investor (LP). The model captures the main institutional features of PE, including: (1) Inability to trade or rebalance the PE investment, and the resulting long-term illiquidity and unspanned risks; (2) GPs creating value and generating alpha by effectively managing the fund’s portfolio companies; (3) GP compensation, including management fees and performance-based carried interest; and (4) leverage and the pricing of the resulting risky debt. The model delivers tractable expressions for the LP’s asset allocation and provides an analytical characterization of the certainty-equivalent valuation of the PE investment.

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