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

Determinants of Corporate Cash Policy

In our paper, Determinants of Corporate Cash Policy: Insights from Private Firms, forthcoming in the Journal of Financial Economics, we exploit a database of private firms to help understand public firms’ cash policies. It is worth noting that the cash policy of private firms in itself is of great interest to financial economists due to […]

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Delaware Court Ruling Raises Questions About Informal NYSE Interpretations

Louisiana Municipal Police Employees Retirement System v. Bergstein [1] concerns a $120 million equity grant to the Chief Executive Officer of Simon Property Group, Inc. (“SPG”) and a related amendment to SPG’s stock incentive plan that was required to make the grant. The shareholder plaintiff alleges that the board of directors’ amendment of the plan […]

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Piercing the Corporate Veil

Editor’s Note: The following post comes to us from Michael Hutchinson, partner at Mayer Brown LLP, and is based on a legal update by Mr. Hutchinson and Martin Mankabady. The Supreme Court’s decision in the case of Petrodel v Prest, handed down June 12, 2013, marks a crucial shift in the extent to which the […]

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Exploring Uncharted Territories of the Hedge Fund Industry

It is virtually impossible to obtain accurate historical data on the entire universe of hedge funds. In our paper, Exploring Uncharted Territories of the Hedge Fund Industry: Empirical Characteristics of Mega Hedge Fund Firms, forthcoming in the Journal of Financial Economics, we identify previously unexplored data sources whereby collecting data on fewer than four hundred […]

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The Future in Law and Finance

Traditionally, law and finance has been concerned with investor protection. That would be enough if the future were predictable. However, because the future is in fact uncertain and unpredictable, the prices of financial assets are flawed and in the short run they may result in serious mistakes, if not widespread crises. Although these mistakes are […]

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Good Faith: The New Frontier of Agreements to Negotiate

Negotiating a term sheet, LOI, or other preliminary document can sometimes feel a bit like the Wild West: local laws and unintended consequences can vary from town to town. Even a concept as seemingly straightforward as agreeing to negotiate in good faith can yield extremely different results depending on jurisdiction. The Delaware Supreme Court’s recent […]

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Harvard Convenes the Roundtable on Executive Compensation

The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened its Roundtable on Executive Compensation last Thursday, June 27. This event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, are […]

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Should Your Company Adopt A Forum Selection Bylaw?

Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Lewkow, Neil Whoriskey, and Julie Yip-Williams, and is part of the Delaware law series, which is co-sponsored by the Forum and Corporation Service Company; links to other posts in the […]

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Legal Diversification

Diversification is the best protection investors have from the risks of capital investment. Modern portfolio theory requires that investors diversify their holdings by investing in firms whose financial returns are influenced by different factors. That has traditionally meant investing in firms in different industries. The object is to identify the factors that could cause a […]

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Lucian Bebchuk Delivers Presidential Address to the Western Economic Association International

In the recent annual meeting of the Western Economic Association International (WEAI), held in Seattle this past weekend, Professor Lucian Bebchuk delivered a presidential address entitled “The Rent-Protection Theory of Corporate Ownership and Control.” Bebchuk served as President of the WEAI during 2012-2013, its President-Elect during 2011-2012, and its Vice-President in 2010-2011. Past presidents of […]

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