Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Consequences of Delayed SEC Filings

Three federal district courts have now ruled that a company’s delay in filing its Form 10-Q or 10-K with the SEC does not violate either (1) a widely used indenture provision that requires issuers to deliver copies of such reports to an indenture trustee within a specified time after their filing with the SEC or […]

Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Regulation | Tagged , | Comments Off on Consequences of Delayed SEC Filings

Healthy Hedge Funds, Sick Banks

I recently circulated an AEI Financial Services Outlook entitled Healthy Hedge Funds, Sick Banks. The essay discusses the regulatory implications of the unregulated hedge fund industry’s apparent health when compared to the financial weakness of the heavily regulated banking industry in the current subprime crisis. The principal question addressed in the essay is whether the […]

Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , | 1 Comment

AFL-CIO Proxy Voting: A Response to Agrawal and Kaplan

Editor’s Note: This post is from Daniel F. Pedrotty pf the AFL-CIO. The Agrawal study is described on our blog here; the initial AFL-CIO response is available on our blog here; two reactions to that AFL-CIO response – from Ashwini Agrawal and from Steven Kaplan – are available here. Regarding the recent posting by Mr. […]

Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Op-Eds & Opinions | Tagged , , | 7 Comments

Hold-up, Asset Ownership, and Reference Points

On March 17, I presented my paper titled Hold-up, Asset Ownership, and Reference Points in the Law, Economics, and Organization Seminar here at the Law School. This paper studies two parties who desire a smooth trading relationship under conditions of value and cost uncertainty. The existing literature in this area has found that trading relationships […]

Click here to read the complete post
Posted in Academic Research, HLS Research | Tagged , | Comments Off on Hold-up, Asset Ownership, and Reference Points

How Fair are Fairness Opinions?

The recent acquisition of Bear Stearns by J.P. Morgan has cast a spotlight on the reliability of fairness opinions. On March 16, when the board of Bear Stearns agreed to sell the company for $2 a share, the investment banking firm Lazard Ltd., who was acting as Bear Stearns’ main adviser, provided the board with […]

Click here to read the complete post
Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Program News & Events | Tagged , , | 3 Comments

Up Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis

Editor’s Note: This post is from Broc Romanek of TheCorporateCounsel.net. Up Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis My colleague Dave Lynn wandered down to the House Hearing on severance pay recently and wrote up these thoughts (for other reports, see the WSJ article and NY Times article): “The hearing […]

Click here to read the complete post
Posted in Executive Compensation, Financial Crisis, Op-Eds & Opinions | Tagged , , , | Comments Off on Up Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis

“Redeveloping” Corporate Governance

Once-in-a-generation capital projects at nonprofit cultural institutions require heightened involvement by trustees. Because major projects impose unusual legal, financial, risk management, and other obligations on charitable organizations, the familiar principles of not-for-profit good governance become amplified and require even greater attention. What special obligations do trustees have to help their organizations manage such an undertaking? […]

Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications | Tagged , , | Comments Off on “Redeveloping” Corporate Governance

Executive Compensation 2008

My partners Michael J. Segal, Jeannemarie O’Brien, Adam J. Shapiro and Jeremy L. Goldstein recently issued Executive Compensation 2008, a memorandum outlining key recommendations for directors to consider as they address executive compensation matters in the year ahead. The memorandum considers the importance of rewarding long-haul performance, paying for performance and retention, planning for executive […]

Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications | Tagged , , | 1 Comment

Responses to AFL-CIO’s Critique of the Agrawal Study

Ashwini Agrawal wrote to us: In my study, Corporate Governance Objectives of Labor Union Shareholders, I examine the proxy votes of the AFL-CIO Reserve Fund and Staff Retirement Fund. I compare the votes before and after the AFL-CIO split into two groups: the AFL-CIO and the Change to Win Coalition. After the breakup, the funds […]

Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors | Tagged , | 1 Comment

The Corporate Governance Role of the Media

A forthcoming article in the Journal of Finance titled “The Corporate Governance Role of the Media: Evidence from Russia”, which is co-written by Alexander Dyck, Natalya Volchkova, and myself studies the effect of media coverage on corporate governance. The article focuses on Russia during the period 1999 to 2002 to answer two main questions: Can […]

Click here to read the complete post
Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation | Tagged , | Comments Off on The Corporate Governance Role of the Media