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

Taxes and Mergers: Evidence from Banks During the Financial Crisis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, May 27, 2018

One of the measures taken by federal authorities to manage the financial crisis in the fall of 2008 was a remarkable piece of administrative guidance from the IRS. Issued on September 30th of that year and less than a page long, IRS Notice 2008-83, which was styled as an interpretation of existing law, had a […]

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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation, Mergers & Acquisitions | Tagged , , , , , , , , , | Comments Off on Taxes and Mergers: Evidence from Banks During the Financial Crisis

Proposed Amendments to Delaware’s LLC and LP Acts

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, May 27, 2018

Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act) and the Delaware Revised Uniform Limited Partnership Act (LP Act) (jointly, the LLC and LP Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more significant proposed amendments that affect Delaware limited liability […]

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Advance Notice Bylaw Deadlines: A Warning Shot

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, May 26, 2018

We recently noted a Washington state case that upheld the validity of advance notice bylaws as “common” and supported a company’s close review of a stockholder’s director nominations for compliance with bylaw requirements. And as we have noted in the past, advance notice bylaws are a near-universal feature of the organizational documents of public companies […]

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Posted in Banking & Financial Institutions, Boards of Directors, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , , | Comments Off on Advance Notice Bylaw Deadlines: A Warning Shot

An Introduction to Smart Contracts and Their Potential and Inherent Limitations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, May 26, 2018

“Smart contracts” are a critical component of many platforms and applications being built using blockchain or distributed ledger technology. Below, we outline the background and functions of smart contracts, discuss whether they can be deemed enforceable legal agreements under contract law in the United States, and highlight certain legal and practical considerations that will need […]

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Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, May 25, 2018

In April, eight organizations—the American Securities Association, Biotechnology Innovation Organization, Equity Dealers of America, Nasdaq, National Venture Capital Association, Securities Industry and Financial Markets Association, TechNet, and U.S. Chamber of Commerce—released a report that included 22 recommendations for how to help more companies in the United States go and stay public. This report and recommendations […]

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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public

Continued Compensation to Incapacitated Controllers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, May 25, 2018

In an unusual finding, the Delaware Court of Chancery held that demand was partly excused and claims for corporate waste, bad faith and unjust enrichment could proceed against CBS Corporation for compensation paid to its former Executive Chairman, Sumner Redstone, who later became Chairman Emeritus. The plaintiff alleged that Mr. Redstone became incapacitated yet continued […]

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Weekly Roundup: May 18-24, 2018

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, May 25, 2018

Board Performance Evaluations that Add Value Posted by Geoffrey Kiel and James Beck, Effective Governance Pty Ltd., on Friday, May 18, 2018 Tags: Board evaluation, Board performance, Boards of Directors, Firm performance, Shareholder value Cryptocurrency Compensation: A Primer on Token-Based Awards Posted by Alfredo B. D. Silva, Ali U. Nardali, and Aria Kashefi, Morrison & Foerster LLP, on Saturday, May 19, 2018 […]

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The DOJ’s New “Piling On” Policy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, May 24, 2018

[May 9, 2018], Rod Rosenstein, Deputy Attorney General of the U.S. Department of Justice, announced a new policy, in the form of an addition to the United States Attorneys’ Manual (“USAM”), concerning the coordination of corporate resolution penalties in cases involving penalties imposed by more than one regulator or law enforcement authority. The new policy […]

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Bank Response to Higher Capital Requirements: Evidence from a Quasi-Natural Experiment

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, May 24, 2018

Basel III, which will become fully effective in 2019, significantly increases capital requirements for banks. However, at this point, the economic implications of such higher capital requirements are still unclear. Banks can increase their regulatory capital ratios by either increasing their levels of regulatory capital (the numerator of the capital ratio) or by decreasing their […]

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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation | Tagged , , , , , , , , | Comments Off on Bank Response to Higher Capital Requirements: Evidence from a Quasi-Natural Experiment

Congress Increases Pressure on Proxy Advisory Firms

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 23, 2018

In the latest effort to enhance transparency by proxy advisory firms, six members of the Senate Banking, Housing and Urban Affairs Committee sent letters to Institutional Shareholder Services (ISS) and Glass Lewis & Co., which they noted control 97% of the proxy advisory industry, requesting information regarding their eligibility for exemption from the proxy rules, accuracy of reporting […]

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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on Congress Increases Pressure on Proxy Advisory Firms
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