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

Key Points from the OCC’s Financial Innovation Paper

The Office of the Comptroller of the Currency (OCC) released its highly anticipated white paper on financial technology innovation last week. The agency offered few details regarding its supervisory approach, but it did tip its hand regarding its areas of interest, which include banks’ risk management practices, relationships with third parties, and consumer protection and […]

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Brexit: Possible Options and Impact

The UK is holding a referendum on 23 June 2016 to decide whether or not to remain a member of the European Union. There seems to be a disconnect between some aspects of public discourse on the vote and the actual effect of an in or out vote. A vote to leave would have numerous […]

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Dieckman v. Regency: Limited Partnerships and Fiduciary Duties

In Dieckman v. Regency (March 29, 2016), the Court of Chancery again confirmed that the contractual arrangements set forth in a limited partnership agreement will define the respective rights and obligations of the partners, including with respect to the general partner’s fiduciary duties (and related duty of disclosure) in connection with affiliated transactions. The decision […]

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Endogenous Legal Traditions and Economic Outcomes

The “legal origins” theory claims that the two main legal traditions or origins, civil law and common law, crucially shape lawmaking and dispute adjudication and have not been reformed after the initial exogenous transplantation by Europeans. [1] Therefore, they affect economic outcomes to date. In particular, countries that received common law enjoy today “(a) improved financial development […]

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Weekly Roundup: April 15–April 21, 2016

Supercharged IPOs: Rent Extraction or Signal of Future Firm Performance? Posted by Sonja Olhoft Rego, Indiana University, on Friday, April 15, 2016 Tags: Disclosure, Firm performance, Forecasting, Incentives, Information asymmetries, Inside information, Investor protection, IPOs, Offer pricing, Public firms, Signaling, Stock mispricing, Taxation, Underpricing U.S. Executive Compensation: 2015 Recap, Developments & Trends Posted by Avrohom […]

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In re EZCORP: Entire Fairness Framework and Independent Boards

When the board of a Delaware corporation has established—and follows—specific policies and procedures for approval of related party agreements, the directors should be mindful that a related party agreement, if challenged, would nonetheless be subject to the court’s “entire fairness” framework of review. In re EZCORP Inc. Consulting Agreement Derivative Litigation (Jan. 25, 2016) serves […]

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Department of Labor’s Final Rule on “Fiduciary” Definition

On April 6, 2016, the U.S. Department of Labor (the “DOL”) issued final regulations expanding the definition of a “fiduciary” with respect to pension and retirement plans, IRAs and other accounts under ERISA and the Internal Revenue Code. The regulatory package (collectively, the “Final Rule”) follows nearly one year after the DOL’s proposed regulation (the […]

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Market Abuse in Europe: Market Sounding and “The Matrix”

The European Market Abuse Regulation (No. 596/2014), which rewrites many rules governing insider trading and market manipulation, will come into full force in June 2016 in the Member States of the Union. With respect to insider trading, the underlying approach remains based on the equal access to information theory and the idea that—absent specific exemptions—everyone […]

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U.S. Taxation of Related Party Debt: New Proposed Regulations

[On April 4, 2016], the U.S. Treasury Department issued a notice of proposed rulemaking that could significantly affect the debt capitalization of U.S. subsidiary groups owned by foreign corporations (and of foreign subsidiaries owned by U.S. corporations). The proposed regulations would, among other things, effectively turn debt issued by a U.S. subsidiary group and held by […]

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Posted in Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , , , , , , | Comments Off on U.S. Taxation of Related Party Debt: New Proposed Regulations

SEC Guidance on Proxy Proposal C&DI

With the 2016 proxy season rapidly approaching, on March 22, 2016, the Securities and Exchange Commission staff in the Division of Corporation Finance released a Compliance and Disclosure Interpretation (C&DI) [1] addressing the degree of specificity with which a shareholder or management proposal must be described on a company’s proxy card. Rule 14(a)-4(a)(3) of the […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on SEC Guidance on Proxy Proposal C&DI