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

A Theory of Debt Maturity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 14, 2014

In our paper, A Theory of Debt Maturity: The Long and Short of Debt Overhang, forthcoming in the Journal of Finance, we study the effects of the debt maturity on current and future real investment decisions of an owner of equity (or a manager who is compensated by equity). Our analysis is based on debt overhang first […]

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Bebchuk Leads SSRN’s 2013 Citation Rankings

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 13, 2014

Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as was the case for each of the six preceding years, Professor Lucian Bebchuk led SSRN citation rankings at the end of 2013. As of the end of December 2013, Bebchuk ranked first among all law school professors in all fields both in […]

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Interlocking Board Seats and Protection for Directors after Schoon

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 13, 2014

In a new paper, Interlocking Board Seats and Protection for Directors after Schoon, we examine how interlocking board seats propagated corporate governance change in the aftermath of a surprising change in law. We identify firms’ response to the Delaware case Schoon v. Troy Corp which permitted a board to alter indemnification arrangements for a former […]

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Valuing Private Equity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, January 12, 2014

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 […]

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The Performance of Secondary Buyouts

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 11, 2014

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 […]

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Communications Challenges at the New Frontiers of Corporate Governance Activism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 10, 2014

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 […]

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Do Directors from Related Industries Help Bridge the Information Gap?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 10, 2014

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 […]

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M&A Executive Compensation Enhancements and Impact on the Say-on-Golden-Parachute Vote

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 9, 2014

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 […]

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Law, Bubbles, and Financial Regulation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 9, 2014

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 […]

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SEC Proposes Rules to Update Regulation A

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 8, 2014

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 […]

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