-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Valuing Private Equity
In our recent NBER working paper, Valuing Private Equity, to value PE investments, we develop a model of the asset allocation for an institutional investor (LP). The model captures the main institutional features of PE, including: (1) Inability to trade or rebalance the PE investment, and the resulting long-term illiquidity and unspanned risks; (2) GPs […]
Click here to read the complete post
Posted in Academic Research, Institutional Investors, Private Equity
Tagged Firm valuation, Fund managers, Institutional Investors, Leverage, Liquidity, Private equity, Private funds
Comments Off on Valuing Private Equity
The Performance of Secondary Buyouts
In the past two decades, private equity buyout transactions have grown from a niche phenomenon to a ubiquitous form of corporate ownership (e.g., Strömberg, 2008). Traditionally buyouts have involved private equity funds buying companies or divisions from families or conglomerates: such transactions are known as primary buyouts (PBOs). A major trend accompanying the growth of […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Buyouts, Firm performance, Private equity, Private funds
Comments Off on The Performance of Secondary Buyouts
Communications Challenges at the New Frontiers of Corporate Governance Activism
The principal corporate governance campaigns of the past decade have reached a plateau in terms of both investor commitment and implementation. These governance issues (such as majority voting, de-classifying staggered boards, eliminating super-majority votes and executive compensation excesses) are not by any means going away. Indeed, there are concerted investor-led efforts to push favored corporate […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Corporate Social Responsibility, Dodd-Frank Act, Environmental disclosure, Executive Compensation, Shareholder activism, Shareholder communications, Sustainability
Comments Off on Communications Challenges at the New Frontiers of Corporate Governance Activism
Do Directors from Related Industries Help Bridge the Information Gap?
Directors have two complementary functions in a firm: that of monitoring and offering strategic advice. Directors with current expertise in the firm’s own industry have the requisite information and therefore are clearly suited to perform these functions effectively. However, antitrust laws prohibit firms from having directors from other firms that compete in the same product […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Conflicts of interest, Director qualifications, Firm performance, Information environment
Comments Off on Do Directors from Related Industries Help Bridge the Information Gap?
M&A Executive Compensation Enhancements and Impact on the Say-on-Golden-Parachute Vote
We have reviewed the 365 merger agreements that were announced during the two years after the “Say-on-Golden-Parachute” vote rule went into effect on April 25, 2011 and that were subject to the rule. [1] We found that 39 companies (11% of the total) substantively enhanced executive compensation arrangements in connection with the transactions. Some of […]
Click here to read the complete post
Posted in Executive Compensation, Mergers & Acquisitions, Practitioner Publications
Tagged Executive Compensation, Golden parachutes, ISS, Management, Shareholder voting
Comments Off on M&A Executive Compensation Enhancements and Impact on the Say-on-Golden-Parachute Vote
Law, Bubbles, and Financial Regulation
Five years after the failure of Lehman Brothers, asset price bubbles remain in forefront of the public imagination. Commentators see potential bubbles from Bitcoin to Chinese real estate. Three articles in this week’s edition of the Economist examine whether bubble are afflicting various economies and markets. This year’s Nobel prizes in economics brought to the forefront questions of […]
Click here to read the complete post
Posted in Academic Research, Financial Crisis, Financial Regulation
Tagged Asset bubbles, Compliance & ethics, Deregulation, Financial crisis, Financial regulation, Market efficiency, Systemic risk
Comments Off on Law, Bubbles, and Financial Regulation
SEC Proposes Rules to Update Regulation A
On December 18, 2013, the Securities and Exchange Commission (“SEC”) voted to propose amendments to its public offering rules to exempt an additional category of small capital raising efforts as mandated by Title IV of the Jumpstart Our Business Startups Act (the “JOBS Act”). The SEC has proposed to amend Regulation A to exempt offerings […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Blue sky laws, Disclosure, JOBS Act, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, State law
Comments Off on SEC Proposes Rules to Update Regulation A
Financial Conglomerates and Chinese Walls
In my paper, Financial Conglomerates and Chinese Walls, which was recently made available on SSRN, I examine the effectiveness of Chinese walls, or information barriers, in preventing financial conglomerates from misusing non-public information in their trading and other activities. In recent years, empirical evidence has shown that financial conglomerates’ Chinese walls fail in important contexts, […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Financial institutions, Financial regulation, Information asymmetries, Inside information, Insider trading, Volcker Rule
Comments Off on Financial Conglomerates and Chinese Walls
Volcker Rule Final Regulations: Funds Flowcharts
These Davis Polk flowcharts are designed to assist banking entities in identifying permissible and impermissible covered fund activities, investments and relationships under the final regulations implementing the Volcker Rule, issued by the Federal Reserve, FDIC, OCC, SEC and CFTC on December 10, 2013. The flowcharts graphically map the key elements of the covered fund provisions […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, FDIC, Federal Reserve, Financial institutions, Financial regulation, Hedge funds, OCC, Private equity, Private funds, SEC, Securities regulation, Volcker Rule
Comments Off on Volcker Rule Final Regulations: Funds Flowcharts
Volcker Rule Final Regulations: Proprietary Trading Overview
These Davis Polk flowcharts are designed to assist banking entities in identifying permissible and impermissible proprietary trading activities under the final regulations implementing the Volcker Rule, issued by the Federal Reserve, FDIC, OCC, SEC and CFTC on December 10, 2013. An introduction to the new compliance requirements is also included. To make our summary and […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, FDIC, Federal Reserve, Financial institutions, Financial regulation, OCC, Proprietary trading, SEC, Securities regulation, Volcker Rule
Comments Off on Volcker Rule Final Regulations: Proprietary Trading Overview