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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Case Against the Dodd-Frank Act’s Living Wills
In the paper, The Case Against the Dodd-Frank Act’s Living Wills: Contingency Planning Following the Financial Crisis, forthcoming in the Berkeley Business Law Journal, I focus on the Dodd-Frank Act’s “living will” requirement that mandates that systemically important financial institutions (SIFIs) develop business strategic analyses, and submit plans for reorganization or resolution of their operations […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Regulation, Legislative & Regulatory Developments
Tagged Dodd-Frank Act, Living wills, Recovery & resolution plans, Risk management, Systemic risk, Too big to fail
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UK Special Administration Regime
The UK Financial Services Authority (“FSA”) confirmed on 31 Oct. 2011 that MF Global UK Limited (“MF Global UK”) will be subject to the new Special Administration Regime (“SAR”). [1] This is the first time that the new regime, set out in The Investment Bank Special Administration Regulations 2011 (“SAR Regulations”) [2] has been invoked. […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, International Corporate Governance & Regulation, Practitioner Publications
Tagged FSA, Recovery & resolution plans, Resolution authority, UK
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Comparing Regulation for Domestic Firms in Different Countries
Over the past year a record number of governments in Sub-Saharan Africa changed their economy’s regulatory environment to make it easier for domestic firms to start up and operate. In a region where relatively little attention was paid to the regulatory environment only 8 years ago, regulatory reforms making it easier to do business were […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Entrepreneurs, Financial development, Financial regulation, IFC, International governance, World Bank
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Can Madoff Trustee Go After the Banks?
Recently, the United States District Court for the Southern District of New York ruled that the trustee for Bernard L. Madoff Investment Securities lacks authority to pursue common-law damages claims belonging to the investors in Madoff’s Ponzi scheme. Based on that ruling, the court dismissed claims against JPMorgan and UBS seeking to hold the banks […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bernard Madoff, Debtor-creditor law, Picard v. JPMorgan, U.S. federal courts
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Do Institutional Investors Influence Capital Structure Decisions?
In the paper, Do Institutional Investors Influence Capital Structure Decisions?, which was recently made publicly available on SSRN, we analyze whether institutional holdings influence capital structure decisions, and whether firms’ financial leverage affects institutional investors’ decisions to hold their equity. Theories of capital structure imply that firms choose their leverage in response to market frictions […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Adverse selection, Capital structure, Information asymmetries, Institutional Investors, Leverage, Public firms
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How to Win the Say on Pay Vote
With proxy season approaching, public companies must consider their strategy for the second year of the mandatory say on pay advisory vote. Even companies that passed last year’s vote with flying colors should prepare for the upcoming season with a fresh perspective, as the second season of say on pay will present new challenges. Some […]
Click here to read the complete postUpdated Private Equity Buyer/Public Target M&A Deal Study
This study updates our firm’s Summer 2011 Deal Study in three important ways: First, we have supplemented our Deal Study by taking into account the relevant deal terms from the 5 private equity buyer/public company target all-cash merger transactions involving consideration of at least $500 million in enterprise value [1] entered into during the third […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Go-shop, Private equity, Target firms, Tender offer, Termination fees
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ISS Issues Policy Updates for 2012 Proxy Season
On November 17, 2011, Institutional Shareholder Services Inc. (ISS) issued updates to its proxy voting policies applicable to shareholder meetings held on or after February 1, 2012. This Alert summarizes and discusses implications of those updates for US companies. The ISS proxy voting guidelines and the updates are available at http://www.issgovernance.com/policy. ISS is generally considered […]
Click here to read the complete postEquilibrium in the Initial Public Offerings Market
The critical review article, Equilibrium in the Initial Public Offerings Market, forthcoming in the Annual Review of Financial Economic, focuses on selected topics dealing with initial public offerings (IPOs) of equity securities, emphasizing issues that are of current interest to academics, practitioners, and policymakers. On average, the average first-day returns on IPOs in the U.S. and […]
Click here to read the complete postThe Corporate Shareholder’s Vote and Its Political Economy
At the Columbia Law School conference on the Delaware Chancery Court this November, I summarized my recent working paper The Corporate Shareholder’s Vote and Its Political Economy, in Delaware and in Washington. I discuss this paper below. Related work includes Delaware’s Competition, Delaware’s Politics, and Delaware and Washington as Corporate Lawmakers. Shareholder power to effectively […]
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Posted in Academic Research, Corporate Elections & Voting, HLS Research, Securities Regulation
Tagged Choice of Law, Delaware articles, Delaware law, Federalism, Proxy access, Securities regulation, Shareholder power, Shareholder voting
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