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

Law and Economic Issues in Subprime Litigation

I have recently finished a paper, with two co-authors, Jennifer Bethel and Gang Hu, titled “Law and Economic Issues in Subprime Litigation”. The losses suffered by mortgaged-backed security (MBS) holders, collateralized debt obligations (CDOs) holders and security holders in investment banks, mortgage originators, bond insurers and credit rating agencies is generating, and will continue to […]

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Posted in Academic Research, Empirical Research, Financial Crisis, HLS Research, Securities Litigation & Enforcement | Tagged , , , | Comments Off on Law and Economic Issues in Subprime Litigation

Safeway Adopts My Poison Pill Bylaw Proposal

Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. Safeway and I have reached an agreement under which the company adopted a by-law provision I proposed for limiting the adoption of poison pills. Safeway is the second company in this proxy season, and the fourth overall, to adopt a poison pill bylaw […]

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AFL-CIO Proxy Voting

Editor’s Note: This post is from Daniel F. Pedrotty of AFL-CIO. The AFL-CIO has issued a new report, Facts about the AFL-CIO’s Proxy Votes, to explain how the AFL-CIO votes in corporate director elections. In summary, the AFL-CIO votes for corporate directors based on recommendations by an independent proxy advisor following proxy-voting guidelines that address […]

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Posted in Corporate Elections & Voting, Institutional Investors, Op-Eds & Opinions | Tagged , , , | 1 Comment

The Future of Transactional Legal Practice

On Wednesday February 27, HLS Professor George Triantis delivered his inaugural lecture “The Future of Transactional Legal Practice” marking his appointment to the Eli Goldston Professorship of Law. In his lecture, Triantis surveyed the reasons why major U.S. law firms have enjoyed robust growth in their transactional practices over the past several decades, including the […]

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Posted in Mergers & Acquisitions, Speeches & Testimony | Tagged , | 1 Comment

Securities Class Actions: Time to Fix Broken System

The National Law Journal recently published Securities Class Actions: Time to Fix Broken System, an opinion piece by defense counsel Daniel Small. The piece explains the rationale underpinning the existence of class actions and focuses on aspects of the system the author regards as broken. The piece is critical of the ability of the first […]

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Perpetuities, Taxes, and Asset Protection

The Program on Corporate Governance has recently released a new discussion paper entitled Perpetuities, Taxes, and Asset Protection: An Empirical Assessment of the Jurisdictional Competition for Trust Funds, which I co-wrote with Max Schanzenbach. The paper abstract is as follows: This chapter provides an accessible overview of our previous work on the impact of the […]

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Posted in Academic Research, Empirical Research, Financial Regulation, HLS Research | Tagged , , | 2 Comments

Hedge Fund Activism, Corporate Governance, and Firm Performance

Alon Brav, Wei Jiang and Frank Partnoy and I have recently released a paper, entitled Hedge Fund Activism, Corporate Governance, and Firm Performance. The abstract is as follows: Using a large hand-collected data set from 2001 to 2006, we find that activist hedge funds in the U.S. propose strategic, operational, and financial remedies and attain […]

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Fiduciary Duties for Activist Shareholders

Together with Iman Anabtawi, I have just issued a new article on SSRN entitled Fiduciary Duties for Activist Shareholders. The article is to be published in the Stanford Law Review, and a current draft is available here. The article was recently profiled in the Financial Times. Fiduciary Duties for Activist Shareholders argues that corporate law […]

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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting | Tagged , | 1 Comment

Do Investment Banks Advising on M&A Deals Misuse Confidential Information?

We have recently released a paper, entitled The Dark Role of Investment Banks in the Market for Corporate Control. Our paper studies M&A transactions in the US in the 20 year-period 1984 to 2003. Its focus is on transactions in which the investment bank advising the bidder in an M&A transaction also holds a stake […]

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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Regulation | Tagged , | 1 Comment

Harmonization of GAAP and IFRS

Two committees of the American Accounting Association have produced detailed reports evaluating the SEC’s proposal to accept financial statements prepared in accordance with International Financial Reporting Standards (IFRS) from foreign-private issuers without reconciliation to U.S. GAAP (the SEC subsequently voted in favor of the proposal on November 15, 2007). This proposal was also discussed by […]

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Posted in Accounting & Disclosure, International Corporate Governance & Regulation | Tagged , , , | 1 Comment