Yearly Archives: 2017

The Effect of Cultural Similarity on Mergers and Acquisitions: Evidence from Corporate Social Responsibility

Frederick L. Bereskin is Assistant Professor of Finance at the University of Delaware Alfred Lerner College of Business & Economics. This post is based on a recent article, forthcoming in the Journal of Financial and Quantitative Analysis, authored by Professor Bereskin; Seong K. Byun, Assistant Professor of Finance at the University of Mississippi; Micah S. Officer, Professor of Finance at the Loyola Marymount University College of Business Administration; and Jong-Min Oh, Assistant Professor of Finance at University of Central Florida College of Business.

A critical determinant of merger success is post-merger integration. In our forthcoming Journal of Financial and Quantitative Analysis article The Effect of Cultural Similarity on Mergers and Acquisitions: Evidence from Corporate Responsibility, we provide an examination of the role of similarity in merging firms’ corporate cultures on merger outcomes. Specifically, we study whether firms with greater cultural similarity are more likely to merge, and whether mergers of culturally similar firms are associated with better outcomes for the firms’ shareholders.

READ MORE »

Learnings from Some Recent Contested Cases Before the UK Takeover Panel

Selina S. Sagayam is the Head of UK Transactional Practice Development in the London office of Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn publication by Ms. Sagayam.

The UK system of public takeovers—both with regards to its rules (as set out in the Code on Takeovers and Mergers (the Code)) and rulings under the Code—can be challenging to parties and practitioners not familiar with the underlying UK and European regimes on takeovers.

The key features of the UK takeover system are its flexibility, certainty and speed, enabling parties to know where they stand under the Code in a timely fashion. Another key feature is that the UK takeover landscape is generally devoid of tactical litigation during the course of takeover bids and the rulings of the Executive of the UK Panel on Takeovers and Mergers (Panel) (see below for further background information) are rarely formally contested.

READ MORE »

The Leidos Mixup and the Misunderstood Duty to Disclose in Securities Law

Matthew C. Turk and Karen E. Woody are assistant professors of business law at Indiana University’s Kelley School of Business. This post is based on their recent paper, available here.

The U.S. Supreme Court recently granted certiorari in a significant securities law case, Leidos, Inc. v. Indiana Public Retirement System (Leidos). [1] The legal question presented in Leidos is whether a regulation issued by the Securities and Exchange Commission (SEC), Item 303 of Regulation S-K (Item 303), creates a duty to disclose that is actionable under the anti-fraud provision set forth in Section 10(b) of the Securities Exchange Act of 1934 and the related Rule 10b-5. This is an important issue, because Item 303 concerns one of the more controversial line-item disclosures mandated under the SEC’s rules: an overview of known uncertainties facing a company’s financial future, known as “Management’s Discussion and Analysis” (MD&A).

READ MORE »

DOL Fiduciary Rule: Impact and Action Steps

Maureen J. Gorman and Lennine Occhino are partners at Mayer Brown LLP. This post is based on a Mayer Brown publication by Ms. Gorman and Ms. Occhino.

With the survival of the US Department of Labor’s (DOL) new fiduciary rule (at least for now) and the applicability date (June 9, 2017) now behind us, plan sponsors who have not already begun to do so should take steps to ensure compliance in light of the changes resulting from the rule. Fortunately, the implementation of certain exemption conditions are phased-in to some extent (from June 9, 2017, to January 1, 2018), and the DOL has announced a temporary “non-enforcement policy” for those fiduciaries who are working diligently and in good faith to comply with the rule and exemptions.

READ MORE »

Weekly Roundup: July 14–20, 2017


More from:

This roundup contains a collection of the posts published on the Forum during the week of July 14–20, 2017.



Kokesh Raises Questions About Declinations with Disgorgement Under the FCPA Pilot Program






Director Attention and Firm Value


Supreme Court to Hear Challenge to State Court Jurisdiction Over 1933 Act Class Actions








How Important are Risk-Taking Incentives in Executive Compensation

Ingolf Dittmann is Professor in Finance at Erasmus University Rotterdam. This post is based on a recent article by Professor Dittman; Ko-Chia Yu, Assistant Professor at National Chiayi University; and Dan Zhang, Associate Professor at BI Norwegian Business School. Related research from the Program on Corporate Governance includes Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here); and Regulating Bankers’ Pay by Lucian Bebchuk and Holger Spamann (discussed on the Forum here).

There is an extensive theoretical discussion whether risk-taking incentives play a role in executive pay. In our article How Important are Risk-Taking Incentives in Executive Compensation? forthcoming in the Review of Finance), we analyse the problem with a calibration of a principal-agent model to observed contracts. We show that including risk-taking incentives does help to explain observed compensation practice. We also show that the provision of risk-taking incentives is consistent with efficient contracting. Besides, our model rationalizes the universal use of at-the-money options, which is often seen as evidence for managerial rent-extraction. In addition, we propose a new measure of risk-taking incentives (available online) that better describes the trade-off between the expected firm value and the additional risk a CEO has to take.

READ MORE »

“Pre-Populated” Proxy Protocols and the Narrowing of Proxy Participation

Thomas J. Dougherty is a partner at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on an excerpt from the Foreword of the 2017 Edition of The Directors’ Handbook. The views expressed herein are not necessarily those of Skadden Arps or any one or more of its clients.

How many directors of U.S. publicly traded corporations are aware that the institutional investors that dominate share ownership, may utilize “pre-populated” voting instructions on shareholder vote issues rather than make individualized proxy vote decisions based on a reading of the issuer’s proxy statement? I submit that very few are aware. And perhaps fewer still are aware that the provider of this splendid short-cut service is none other than Institutional Shareholder Services (ISS), the self-appointed proxy voting advisory firm that (along with Glass Lewis) has become a dominant factor in shareholder vote decision-making. In practice, under this “pre-populated” voting instruction protocol, an institutional investor can specify its presumptive votes on proxy issues (even a merger vote) without reference to the particular proxy disclosures and nuances of particular issuer specifics. All this, based on pre-selected predilections translated into pre-populated voting instructions automatically sent through ISS to the issuer, subject only to a manual override provided that (a) the institution chooses to look at the specifics of the vote; (b) the institution makes a timely change to the pre-populated vote; and (c) the mechanics of implementing the exception, (d), are successfully executed to reverse prior pre-population.

READ MORE »

Developments in the Asset Management Industry

Itzhak Ben-David is the Neil Klatskin Chair in Finance and Real-Estate at The Ohio State University’s Fisher College of Business. This post is based on a recent NBER research summary by Professor Ben-David.

Over the last two decades, the asset management industry has witnessed dramatic developments in both industrial organization and product offerings. Two or three decades ago, the industry was dominated by small asset managers primarily offering active portfolio management services. Today, the industry is significantly more concentrated and the leading products are index-based passive investment vehicles. My recent research examines some of the consequences of these developments.

READ MORE »

The Delightful Dozen: Top Governance Advances in 2017

John Roe is Head of ISS Analytics and Managing Director at Institutional Shareholder Services, Inc. This post is based on an ISS publication by Mr. Roe.

Sometimes, watching corporate governance standards evolve seems like watching a glacier flow—and at other times it’s like witnessing a flash fire develop. Now that the 2017 proxy season in many global markets has come and gone, and many companies have made their updated governance disclosures for the year, we thought it is the ideal time to reflect and see where the glacier continues to flow—and where flash fires are burning with intensity.

READ MORE »

Hedge Fund Activism and the Revision of the Shareholder Rights Directive

Alessio M. Pacces is Professor of Law and Finance at the Erasmus School of Law in Rotterdam. This post is based on a recent paper by Professor Pacces. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism by Lucian Bebchuk, Alon Brav, and Wei Jiang (discussed on the Forum here); The Myth that Insulating Boards Serves Long-Term Value by Lucian Bebchuk (discussed on the Forum here); and Who Bleeds When the Wolves Bite? A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System by Leo E. Strine, Jr. (discussed on the Forum here).

In my recent ECGI working paper, Hedge Fund Activism and the Revision of the Shareholder Rights Directive (SRD), I investigate whether the revised SRD promotes shareholder activism in Europe, as it intends to do. I find that the SRD includes a number of curbs to hedge fund activism for want of a longer-term engagement by institutional investors that cannot stand on its own feet. Overlooking that hedge funds are the key activators of institutional investors’ voice, the European Union (EU) legislator missed the opportunity to let individual companies choose the efficient regime towards hedge fund activism. The SRD’s prescriptive stance on the long-term characteristics of shareholder activism seems based on financial stability concerns. However, this approach undermines the efficiency of corporate governance.
READ MORE »

Page 37 of 83
1 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 83