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

Shareholder Activism Focused on Political Spending and Lobbying

The 2012 shareholder meeting cycle, in which publicly traded U.S. companies convene to consider corporate business, is reaching an end. One hundred fifty of the 200 largest American companies (by revenues) as ranked by Fortune magazine have held their annual meetings as of May 29, and most of the remainder will do so by the […]

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Posted in Academic Research, Corporate Elections & Voting, Securities Regulation | Tagged , , , , , | 1 Comment

FDIC’s Orderly Liquidation Authority

Editor’s Note: Martin Gruenberg is acting chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Gruenberg’s remarks at the Federal Reserve Bank of Chicago Bank Structure Conference, available here. I would like to take the opportunity to discuss one of those challenging issues – the orderly resolution of systemically important financial […]

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Posted in Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, Regulators Materials, Speeches & Testimony | Tagged , , , , , | 1 Comment

Shareholder Activism and the Bank Holding Company Act

The ongoing battle between Floyd, Virginia-based Cardinal Bankshares Corporation (Cardinal) and activist investor Douglas Schaller raises interesting questions with respect to whether an activist shareholder entity can wage a proxy contest to replace a majority of directors on the board of a bank holding company (BHC) without the activist entity being considered a BHC under […]

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Posted in Banking & Financial Institutions, Corporate Elections & Voting, Practitioner Publications | Tagged , , , , | 1 Comment

Processing Fluency and Investors’ Reactions to Disclosure Readability

Recent work in the archival accounting literature investigates disclosure readability (Li [2008], You and Zhang [2009]) and its effects on the behavior of small investors (Miller [2010]). In my paper, Processing Fluency and Investors’ Reactions to Disclosure Readability, forthcoming in the Journal of Accounting Research, I use a controlled experiment to provide complementary evidence and […]

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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation | Tagged , , , | Comments Off on Processing Fluency and Investors’ Reactions to Disclosure Readability

Harvard Law School Corporate Faculty Contribute Five Most-Cited Law Review Articles

Five articles on corporate law subjects by Harvard Law School faculty appear in the list of the most-cited law review articles (in all legal fields) just published in a study on the subject by Fred R. Shapiro and Michelle Pearse in the Michigan Law Review. The study is available here. This study updates two classic […]

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Mid-Season Update on the 2012 Proxy Season

The 2012 proxy season in the United States, forecast by some to feature significant turmoil and change, has in fact been less tumultuous than expected. It’s been all quiet on the regulatory front, owing to the SEC’s highly deliberate approach to rulemaking and the D.C. Circuit’s interventionist reaction to the proxy access rules. With new […]

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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , | 2 Comments

Warning to Lenders that Do Business with Distressed Companies

In a significant decision for lenders to distressed companies, the United States Court of Appeals for the Eleventh Circuit has reinstated a decision by the Bankruptcy Court for the Southern District of Florida to unwind a secured loan transaction on fraudulent transfer grounds. In re TOUSA Inc., No. 11-11071 (11th Cir. May 15, 2012). As […]

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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications | Tagged , , , | 1 Comment

Local Investors and Corporate Governance

An emerging literature in accounting and finance demonstrates the economic benefits of geographical proximity. Another distinct strand of literature on shareholder activism shows that large institutional investors may influence corporate policies. In our paper, Local Investors and Corporate Governance, forthcoming in the Journal of Accounting and Economics, we link these two strands of research and […]

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Posted in Academic Research, Empirical Research, Institutional Investors | Tagged , , , , | 1 Comment

Using Confidential Information in a Hostile Offer

“But, upon a close review of these model [confidentiality] agreements and other leading treatises, I cannot conclude that the use of a standard structure has led to a corresponding lack of ambiguity about important issues.” Martin Marietta Materials, Inc., v. Vulcan Materials Company. [1] On December 12, 2011, Martin Marietta Materials, Inc. sued Vulcan Materials […]

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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation | Tagged , , , , , | 1 Comment

Surviving the Global Financial Crisis

In our paper, Surviving the Global Financial Crisis: Foreign Ownership and Establishment Performance, forthcoming in the AEJ: Economic Policy, we examine the differential response of establishments to the recent global financial crisis with particular emphasis on the role of foreign ownership. In 2007-2008, the world economy entered the deepest financial crisis since World War II. […]

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Posted in Academic Research, Empirical Research, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation | Tagged , , , , | 2 Comments