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

Delaware Court Supports Morton’s Sale Process and PE Exit Motives

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, September 1, 2013

In a recent decision of note concerning the 2012 sale of Morton’s Restaurant Group to Landry’s, Inc., Chancellor Strine of the Delaware Court of Chancery found that a private equity firm with a 28 percent stake in Morton’s was not a controlling stockholder, applied the business judgment rule, and dismissed the stockholder plaintiffs’ challenge to […]

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CFTC Adopts Final Rule Amendments for CPOs and CTAs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, August 31, 2013

On August 13, 2013, the CFTC adopted final rule amendments to accept compliance with the disclosure, reporting and recordkeeping regime administered by the SEC as substituted compliance for substantially all of part 4 of the CFTC’s regulations that are applicable to CPOs of funds registered under the Investment Company Act of 1940. [1] The adopting […]

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Key Issues From the 2013 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, August 30, 2013

During this year’s annual meeting season, issuers experienced better outcomes on say on pay (SOP) and shareholder resolutions, underpinned by a high degree of engagement and responsiveness to past votes. With SOP in its third year, companies addressed many of investors’ and proxy advisors’ pivotal compensation concerns, which was reflected in a modest improvement in […]

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The Value of Local Political Connections in a Low-Corruption Environment

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 29, 2013

Connections between firms and politicians are widespread around the world. Faccio (2006) documents the existence of publicly traded firms with national political connections in 35 of 45 countries; these firms account for nearly 8% of the world’s stock market capitalization. She also documents that national political connections are valuable, especially in countries with weak political […]

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Fed To Charge Big-Banks for Supervision Under Dodd-Frank

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 29, 2013

An obscure section of the Dodd-Frank Act has been implemented by the Federal Reserve, to be effective later this year. Traditionally the Federal Reserve has not charged examination or similar fees for institutions under its supervision, but Congress determined that the largest institutions should be assessed an amount intended to reimburse the Federal Reserve for […]

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Lock-Up Creep

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 28, 2013

If you have regularly read merger agreements over the past decade, you may have had a creeping feeling. You also may not be alone. Over the past decade the number and type of merger agreement lock-ups have materially increased. We examine this phenomenon in our article Lock-Up Creep, prepared for the Journal of Corporation Law […]

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Delaware Court Confirms Accounting Experts’ Authority to Decide Disputes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 28, 2013

On July 16, the Delaware Supreme Court [1] published an opinion that confirms and clarifies the scope of an accounting expert’s authority to resolve post-closing financial disputes that parties have agreed to submit for resolution under the terms of a definitive business acquisition agreement. This decision reaffirms alternative dispute resolution as the procedure of choice […]

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SEC Adopts Final Amendments to Broker-Dealers Rules

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 27, 2013

On July 30, 2013, the SEC adopted final amendments (the “Final Amendments”) to the financial responsibility rules for broker-dealers (SEC Release No. 34-70072) (the “Release”). The Final Amendments make changes to the net capital, customer protection, books and records, and notification rules for broker-dealers. The SEC first proposed the rule changes in March 2007 and […]

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The Bebchuk Syllogism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 26, 2013

Empirical studies show that attacks on companies by activist hedge funds benefit, and do not have an adverse effect on, the targets over the five-year period following the attack. Only anecdotal evidence and claimed real-world experience show that attacks on companies by activist hedge funds have an adverse effect on the targets and other companies […]

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Private and Judicial Resolution of Business Deadlock

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 26, 2013

The process of resolving business deadlocks is time consuming and expensive, typically requiring the services of lawyers, financial experts and judges. Prolonged resolution processes, cost-inefficient administration of those processes, and inequitable outcomes impose high monetary and non-monetary costs on the parties themselves and on society as a whole. Asset valuation, which is required to complete […]

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