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

Where Have All the IPOs Gone?

During 1980-2000, an average of 311 companies per year went public in the U.S. Since the technology bubble burst in 2000, the average has been only 102 initial public offerings (IPOs) per year, with the drop especially precipitous among small firms. Many have blamed the Sarbanes-Oxley Act of 2002 and the 2003 Global Settlement’s effects […]

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Bridging the Pay Divide

Introduction Investors have for a number of years expressed concerns over pay disparities between that of the chief executive officer and the next highest paid executive at U.S. corporations. The State of Connecticut pension system gave voice in 2008 to these concerns by filing shareholder proposals calling for enhanced disclosure of how internal pay equity […]

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Forward-Looking Statements – Deal Market Trends for 2012

Editor’s Note: David Fox is a partner at Kirkland & Ellis LLP, focusing on complex mergers and acquisitions as a member of the firm’s Corporate Group. This post is based on a Kirkland & Ellis M&A Update. With the M&A market recovery losing steam in the second half of 2011, dealmakers are faced with increased […]

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The 2011 Corporate Contributions Report

The 2011 Corporate Contributions Report, which was recently released by The Conference Board, discusses findings from a survey of 139 U.S.–based corporations conducted between April and July 2011. Participants in the survey (chief financial officers, corporate sustainability officers, heads of public affairs) were asked to provide information on the domestic and international (cash and non-cash) […]

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Reputation Penalties for Option Backdating and the Role of Proxy Advisors

In the paper Reputation Penalties for Poor Monitoring of Executive Pay: Evidence from Option Backdating, forthcoming at the Journal of Financial Economics, my co-authors (Yonca Ertimur of Duke University and David Maber of the University of Southern California) and I examine whether directors are held accountable for poor monitoring of executive compensation. Theoretical and empirical […]

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Looking at the Effects of Securities Deregulation

Editor’s Note: John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School. This post discusses Professor Coates’ testimony before the Subcommittee on Securities, Insurance, and Investment of the United States Senate Committee on Banking, Housing, and Urban Affairs, available in full here. Amid an economic downturn caused in […]

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Europe Restricts “Naked” Credit Default Swaps and Short Sales

On November 15, 2011, the European Parliament adopted a regulation banning any person or legal entity in the European Union (“EU entities”) from entering into “naked,” or uncovered, credit default swaps (“CDS”) on sovereign debt and restricting uncovered short sales on shares and sovereign debt (the “Regulation”) after November 1, 2012. [1] The Regulation also […]

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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , | Comments Off on Europe Restricts “Naked” Credit Default Swaps and Short Sales

A Theory of Income Smoothing When Insiders Know More Than Outsiders

In our paper, A Theory of Income Smoothing When Insiders Know More Than Outsiders, we consider a setting in which insiders have information about income that outside shareholders do not, but property rights ensure that outside shareholders can enforce a fair payout. Insiders report income consistent with outsiders’ expectations based on publicly available information rather […]

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Economic Analysis in ERISA Litigation over Fiduciary Duties

In the past decade, numerous lawsuits have been brought under ERISA against the fiduciaries and sponsors of 401(k) and other defined contribution retirement plans. Many of these lawsuits have been pled as class actions on behalf of all or many participants of the plan. The most common lawsuits have involved declines in the value of […]

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Posted in Academic Research, Banking & Financial Institutions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , | 2 Comments

Federal Reserve Proposes Enhanced Prudential Standards and Early Remediation Requirements

The Federal Reserve has released proposed rules to implement the enhanced supervisory and prudential requirements in Sections 165 and 166 of the Dodd-Frank Act. These proposed rules represent the Federal Reserve’s primary effort, one and a half years after the enactment of Dodd-Frank, to put in place prudential standards that will govern the largest bank […]

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