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

Corporate Governance Activism: Here To Stay?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 5, 2012

We have been observing the corporate governance movement in the United States for the past several years. Share voting decision makers at most institutional investors inhabit an alternate universe from investment decision makers. [1] Two incompatible economic and philosophical belief systems drive these alternate universes: Investing professionals, overwhelmingly, are rationally apathetic about exercising the voting […]

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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications | Tagged , , , , | 1 Comment

Time To Retire Trust Preferred Securities

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 4, 2012

Recently, the Federal Reserve Board issued a Notice of Proposed Rulemaking (NPR) to implement new capital rules consistent with Basel III, including the Collins Amendment requirement to phase out Tier 1 capital treatment of trust preferred securities (TruPS) for larger institutions. The NPR provides an opportunity for financial institutions to redeem at par many series […]

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The Sources of Value Destruction in Acquisitions by Entrenched Managers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 4, 2012

In our paper, The Sources of Value Destruction in Acquisitions by Entrenched Managers, forthcoming in the Journal of Financial Economics, we identify how acquisitions by entrenched managers destroy value. Managerial entrenchment is often seen as worsening corporate governance and facilitating agency-motivated investments. We analyze the role of entrenchment in acquisitions by (not for) entrenched firms. […]

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Posted in Academic Research, Empirical Research, Mergers & Acquisitions | Tagged , , , | 1 Comment

Update on Corporate Political Activity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 3, 2012

Corporate politics continue to generate controversy. Recent items of note include (1) the US Supreme Court’s decision to expand the reach of Citizens United in Western Tradition Partnership; (2) the continued increase in the number of and support for shareholder proposals calling for disclosure of corporate political activity; and (3) a recent “study” sponsored by […]

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Posted in Academic Research, Corporate Elections & Voting, Court Cases, HLS Research, Legislative & Regulatory Developments | Tagged , , | 2 Comments

U.S. Regulators Penalize Fund Advisers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 2, 2012

In recent enforcement actions, fund advisers have run afoul of U.S. regulatory authorities. In a case involving the U.S. Foreign Corrupt Practices Act (“FCPA”), an individual, but not the company, was charged. On the other hand, in a proceeding before the Office of Foreign Assets Control (“OFAC”), a U.S. company was penalized for the action […]

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Posted in Practitioner Publications, Private Equity, Securities Litigation & Enforcement | Tagged , , , , , | Comments Off on U.S. Regulators Penalize Fund Advisers

Learning Mores and Board Evaluations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 2, 2012

In the paper, Learning Mores and Board Evaluations – Soft Controls in Corporate Governance, which was recently made publicly available on SSRN, I argue that the prevailing boardroom mores, the unwritten rules, are at one end of having an impact on board effectiveness. Legislation, the more tangibly written rules, is at the other end. In […]

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Posted in Academic Research, Boards of Directors, Securities Regulation | Tagged , , , | 1 Comment

Codifying FINRA’s Front-Running Policy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, July 1, 2012

FINRA has proposed to codify its front-running policy, originally adopted by the NASD in 1987, as new FINRA Rule 5270. [1] The new rule would expand the policy to prohibit member firms and their associated persons from engaging in a broader range of front-running transactions ahead of a customer block order in securities. The rule […]

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Posted in Derivatives, Practitioner Publications, Securities Regulation | Tagged , , , , , | 1 Comment

Corporate Political Spending: Why the New Critics Are Wrong

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, June 30, 2012

Since the Supreme Court’s 2010 Citizens United decision held that corporate political expenditures are free speech under the First Amendment, various groups and individuals have advocated imposing new limits on corporate political activity. These efforts include calls on shareholders to demand that corporations refrain from involvement in the political process. Such demands have been buttressed […]

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Posted in Academic Research, Corporate Elections & Voting, Court Cases, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , | 3 Comments

Using Economic Analysis in SEC Rulemaking

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 29, 2012

Editor’s Note: Elisse B. Walter is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Walter’s recent remarks at the Conference on Current Topics in Financial Regulation, which are available here. The views expressed in the post are those of Commissioner Walter and do not necessarily reflect those of […]

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Insider Trading and Stock Splits

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 29, 2012

In our paper, Insider Trading and Stock Splits, which was recently made publicly available on SSRN, we examine whether stock splits create value to shareholders. Inside traders capitalize on their edge in information. Typically, they buy before good news is released or sell before bad. Insiders have an even greater advantage if they can create […]

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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation | Tagged , , , , | Comments Off on Insider Trading and Stock Splits
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