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

Sexual Harassment in Today’s Workplace

In recent months, sexual harassment allegations against well-known figures across a growing number of industries have become a common feature in news headlines. In the wake of these allegations, many companies have concluded that their current policies and procedures related to sexual harassment and discrimination are inadequate. Against the backdrop of this rapidly evolving landscape, […]

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Firm Level Decisions in Response to the Crisis: Shareholders vs. Other Stakeholders

One of the interesting features of the 2008 financial crisis is the wide range of relationships between changes in a country’s output and changes in unemployment. Spain and Ireland had very large increases in unemployment despite quite different falls in output. This is perhaps not very surprising because both had significant construction industries that were […]

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Freedom of Contract in LLCs

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders that collectively held a majority of the membership units in Trumpet and, under the governing operating agreement (“OA”), had the power to […]

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SEC’s OCIE 2018 Areas of Focus

On February 7, 2018 the SEC’s Office of Compliance Inspections and Examinations (OCIE) announced its 2018 National Exam Priorities. The priorities, formulated with input from the Chairman, Commissioners, SEC Staff and fellow regulators, are mostly unchanged from years past (New Year, Similar Priorities: SEC Announces 2017 OCIE Areas of Focus). However, the publication itself is presented […]

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Rethinking Corporate Law During a Financial Crisis

After each financial crisis, policy and academic discussions debate what went wrong with the law of financial regulation and how the law can be improved to prevent future crises. For instance, the Panic of 1907 prompted the establishment of the Federal Reserve (the “Fed”) as the lender of last resort. In response to the banking […]

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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation, Mergers & Acquisitions, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Rethinking Corporate Law During a Financial Crisis

Key Governance Issues—Ways for the Future

In early November 2017, a group of senior representatives from leading investors, large companies, academia and regulators met for a roundtable symposium under Chatham House Rules to discuss particularly timely issues for the future of corporate governance. The three introductory presentations of the moderators and the main results of the engaged discussions are set out […]

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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation | Tagged , , , , , , , , , , , , , | Comments Off on Key Governance Issues—Ways for the Future

UN Investor Summit Highlights

Every two years, investors, executives and industry leaders gather at the United Nations for a unique summit on the state of climate risks and opportunities in the capital markets. This year’s convening of the UN Investor Summit on Climate Risk in late January took place in a dramatically different environment than the last meeting in […]

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Limited Liability and the Known Unknown

Limited liability is a double-edged sword. On the one hand, limited liability may help overcome investors’ risk aversion and facilitate capital formation and economic growth. On the other hand, limited liability is widely believed to contribute to excessive risk taking and externalization of losses to the public. Limited liability cannot eliminate risk. Limited liability can […]

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The Retention Effects of Unvested Equity: Evidence from Accelerated Option Vesting

Demand for general human capital is rising across the economy, which makes it important to understand how firms can retain highly talented managers. One key retention mechanism is to defer parts of managers’ compensation into the future, by granting equity that does not vest for several years. Managers who voluntarily depart their firms typically forfeit […]

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The Misuse of Tobin’s Q

In our paper, The Misuse of Tobin’s Q, which we recently posted to the Social Science Research Network, we examine the common and growing misuse of Tobin’s q as a proxy for firm value within the law and finance literatures. For several decades, Tobin’s q has been one of the most important concepts in business […]

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