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

Decoding Inside Information

In our paper, Decoding Inside Information, forthcoming in the Journal of Finance, we employ a simple empirical strategy to decode the information in insider trading. Our analysis rests on the basic premise that insiders, while possessing private information, trade for many reasons, and that by identifying ex-ante those insiders whose trades are “routine” (and hence […]

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SEC Disclosure Guidance on Exposures to European Sovereign Debt

On Friday, January 6, 2012, the staff of the SEC’s Division of Corporation Finance issued the fourth installment in its new Disclosure Guidance Topic series. Topic No. 4 focuses on the exposures of registrants to the debt of certain European countries. The staff specifically highlighted its concern about “the risks to financial institutions that are […]

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Board Focus 2012: Issues and Developments

Governance developments in 2011 brought some good news. Shareholder governance proposals were at their lowest level since 2002. Support declined for controversial proposals, such as shareholders’ right to call special meetings or act by written consent, and ISS conceded that its recommendations about written consent proposals should reflect the company’s governance as a whole. Even […]

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

A New Playbook for Global Securities Litigation and Regulation

Key developments in both the litigation and regulatory context are compelling multinational corporations to reassess their global securities litigation and regulatory compliance strategies. In the litigation context, recent U.S. Supreme Court activity has limited the ability of overseas plaintiffs to bring securities class action claims within the United States. As such, plaintiffs have shifted litigation […]

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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , | 2 Comments

A Blueprint for Contingent Convertible Securities?

It has probably not escaped the attention of the reader that European banks, and their ability to meet their continuing funding needs, have been some of the principal victims of the continuing uncertainty surrounding the future of the Eurozone, due to their exposures to Eurozone sovereign debt. As part of its general efforts to increase […]

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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , | Comments Off on A Blueprint for Contingent Convertible Securities?

Executive Pay and the Financial Crisis

Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance and Director of the Corporate Governance Program at Harvard Law School. This post is the opening statement in an online debate at a World Bank forum between Lucian Bebchuk and René Stulz on the question: Has executive compensation contributed to the financial crisis? The […]

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Posted in Executive Compensation, Financial Crisis, HLS Research, Op-Eds & Opinions | Tagged , , | 1 Comment

REIT and Real Estate M&A and Restructurings

Despite a sluggish year-end, overall deal activity in 2011 was strong, continuing the recovery from the post-crisis slump. In addition to strong overall volume (roughly $70 billion of deals), 2011 was impressive for its range of deals, from large-scale public-to-public mergers in the consolidating industrial and healthcare sectors, to major private-to-public acquisitions as private (often […]

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Defending a Strong Volcker Rule

Editor’s Note: Senator Jeffrey Merkley (D-Oregon) is a member of the Senate Banking Committee. Three years ago we were standing in the aftermath of the greatest financial implosion since 1929. High stakes gambling and risky bets gone bad on Wall Street had left our financial system near collapse and our economy in shambles.  This crisis […]

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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions | Tagged , , , , | 1 Comment

CFTC Swap Reporting Regime Rules

The CFTC has adopted two final rules — a Swap Data Reporting Rule and a Real-Time Reporting Rule — that, in less than a fully coordinated manner, establish the new Dodd-Frank Act reporting regime for swaps. [1] The rules require market participants to report a host of swap information upon execution or shortly thereafter to […]

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Tightening the Limits on Big US Banks

The Federal Reserve on December 20 issued its proposal to implement heightened prudential requirements for the largest US financial institutions as a result of the ongoing financial crisis. These institutions will have to design and implement compliance, recordkeeping and reporting procedures for the new standards in addition to the multitude of new restrictions imposed by […]

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