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

Conflicting Family Values in Mutual Fund Families

A major reason for the existence of conglomerates or business groups is to create internal capital markets to promote the efficiency of the group. One of many efficiency measures that internal capital markets can offer is an insurance pool, which provides temporary liquidity to the members of the group in the event of adverse shocks.  […]

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Posted in Academic Research, Empirical Research, Institutional Investors, Securities Regulation | Tagged , , , , | Comments Off on Conflicting Family Values in Mutual Fund Families

Enhancing Bank Supervision and Reducing Systemic Risk

Editor’s Note: Martin Gruenberg is acting chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Gruenberg’s testimony before the Senate Committee on Banking, Housing, and Urban Affairs, available here. Implementation of the Dodd-Frank Act: Measures to Address Systemic Risk The economic dislocations we have experienced in recent years, which have far […]

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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , | 1 Comment

Standstills in Change of Control Transactions

Standstill agreements are ubiquitous in public company M&A deals. In fact, the execution of a standstill has been described as the “cost of entry” into negotiations and serves to indicate a bidder’s seriousness. Despite their ubiquity, there is surprisingly little Delaware case law on standstills and even less academic literature on the subject. In my […]

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Posted in Academic Research, Court Cases, Mergers & Acquisitions | Tagged , , , , | 2 Comments

Secured Creditor’s Right to Credit Bid in Cramdown Plans

In a 8-0 decision resolving a split between the Third and Seventh Circuit Courts of Appeals, the United States Supreme Court recently affirmed a secured creditor’s right to credit bid in a sale of its collateral pursuant to a cramdown plan. In RadLAX Gateway Hotel, LLC v. Amalgamated Bank, [1] the Supreme Court upheld the […]

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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications | Tagged , , , , , | 2 Comments

The Eurozone Crisis and Its Impact on the International Financial Markets

From the election of a French president who has openly expressed his opposition to austerity without a greater focus on stimulating economic growth to the struggles to form a new Greek government that may or may not agree to abide by the conditions set out in the existing bailout plan, recent elections have enveloped the […]

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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , | 1 Comment

SEC Staff Guidance on Shareholder Proposals During 2012 Proxy Season

There have been a number of significant shareholder proposals submitted during the 2012 proxy season to date. This alert summarizes notable responses by the Securities and Exchange Commission (the “SEC”) staff (the “Staff”) to no-action requests concerning many of these shareholder proposals. By way of background, according to Institutional Shareholder Services (“ISS”), 1,105 proposals have […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation | Tagged , , , , | 1 Comment

Bidder Hubris and Founder Targets

The literature on mergers and acquisitions, starting with Roll (1986) has often addressed the issue of managerial hubris leading to overpayment in acquisitions. For example, the observation of statistically and economically significant negative bidder returns for public bidder acquisitions is frequently attributed to the winner’s curse, managerial overconfidence, and thus overpayment. However, in our paper, […]

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

Reform Needed in China’s Fund Business

Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an article by Mr. Pozen that originally appeared in the Financial Times. I recently returned from a trip to Beijing, where I launched the Mandarin translation of a book that […]

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Posted in Boards of Directors, International Corporate Governance & Regulation, Op-Eds & Opinions, Securities Regulation | Tagged , , , , , | 1 Comment

Shadow Banking Index

Shadow banking may help drive the day-to-day financial system, but it is a concept looking for a hard-and-fast definition. Despite coming under intense scrutiny following the financial crisis, there have been disparate characterizations of what the shadow banking sector truly entails — with size estimates ranging from $10 to $60 trillion. At the same time, […]

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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications | Tagged , , | 1 Comment

The Current State of Europe’s Derivative Markets Regulation

After the publication of fifteen revised drafts of the long-awaited Regulation of the European Parliament and Council on OTC Derivatives, Central Counterparties and Trade Repositories (commonly known as “EMIR”), you would be forgiven for thinking that the Europeans were never likely to see a conclusion to legislative attempts to regulate their over-the-counter (“OTC”) derivatives market. […]

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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , | 1 Comment