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

Cross-Border Application of Dodd-Frank Swaps Market Reforms

Editor’s Note: Gary Gensler is chairman of the Commodity Futures Trading Commission. This post is based on Chairman Gensler’s remarks before the 2012 FINRA Annual Conference, available here. I would like to focus my remarks on swaps market reform and specifically on how it fits into the international context. International Swaps Market – Historically Unregulated […]

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Posted in Financial Regulation, International Corporate Governance & Regulation, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , | 1 Comment

Advice for Boards in CEO Selection and Succession Planning

Selecting the chief executive officer and planning for CEO succession are among the most important responsibilities of a company’s board of directors. In ideal circumstances, the succession process will be managed by a successful and trusted incumbent CEO, with the board or a board committee overseeing the process, reviewing the candidates and providing advice throughout. […]

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Posted in Boards of Directors, Practitioner Publications | Tagged , , , , | 1 Comment

Accounting Discretion, Loan Loss Provisioning and Discipline of Banks’ Risk-Taking

In our paper, Accounting Discretion, Loan Loss Provisioning and Discipline of Banks’ Risk-Taking, forthcoming in the Journal of Accounting and Economics, we empirically delineate economic consequences associated with differences in accounting discretion permitted to banks under existing regulatory regimes. Policy makers argue that loan loss accounting should allow bank managers’ more discretion to incorporate forward-looking […]

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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research | Tagged , , , | 1 Comment

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