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

On the Regulation of Investment Advisory Services

In the paper, On the Regulation of Investment Advisory Services: Where Do We Go from Here?, which was recently made publicly available on SSRN, I examine the regulation of investment advisory services. A controversy has arisen over the regulation of investment advisers in the United States. Traditionally, larger registered investment advisers (RIAs) have been regulated […]

Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Securities Regulation | Tagged , , , , | Comments Off on On the Regulation of Investment Advisory Services

2012 Proxy Season Developments: SEC Legal Bulletin and ISS Guidelines

Editor’s Note: James Morphy is a partner at Sullivan & Cromwell LLP specializing in mergers & acquisitions and corporate governance. This post is based on a Sullivan & Cromwell publication. As issuers and shareholders look ahead to the 2012 proxy season, they should be aware of recent publications by the SEC’s Division of Corporation Finance […]

Click here to read the complete post
Posted in Corporate Elections & Voting, Executive Compensation, Securities Regulation | Tagged , , , , , , , , | 1 Comment

The Reliability of Voluntary Disclosures: Evidence from Hedge Funds

In the paper, The Reliability of Voluntary Disclosures: Evidence from Hedge Funds, which was recently made publicly available on SSRN, we examine the reliability of these voluntary disclosures by hedge funds, by tracking changes to statements of performance in the publicly available hedge fund databases recorded at different points in time between 2007 and 2011. […]

Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Regulation | Tagged , , , | Comments Off on The Reliability of Voluntary Disclosures: Evidence from Hedge Funds

Surveying Sponsor-Backed Going Private Transactions

Weil, Gotshal & Manges LLP recently conducted our fifth annual survey of sponsor-backed going private transactions. Weil surveyed 60 sponsor-backed going private transactions announced from January 1, 2010 through December 31, 2010 with a transaction value (i.e., enterprise value) of at least $100 million (excluding target companies that were real estate investment trusts). Thirty-nine of […]

Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications | Tagged , , , , | 1 Comment

A Changing Landscape: The MiFID II Legislative Proposal

Editor’s Note: Barnabas Reynolds is head of the global Financial Institutions Advisory & Financial Regulatory Group at Shearman & Sterling LLP. This post is based on a Shearman & Sterling client publication by Mr. Reynolds, Azad Ali, Mehran Massih, Thomas A. Donegan, and Anna Doyle; the complete publication, including omitted footnotes, is available here. On […]

Click here to read the complete post
Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation | Tagged , , , , , , | Comments Off on A Changing Landscape: The MiFID II Legislative Proposal

CEO Inside Debt Holdings and the Riskiness of Firm Investment and Financial Policies

In the paper, Seeking Safety: The Relation Between CEO Inside Debt Holdings and the Riskiness of Firm Investment and Financial Policies, forthcoming in the Journal of Financial Economics, we investigate whether CEOs with large inside debt holdings protect the value of their holdings by implementing less risky investment and financial policies. The recent near-collapse of […]

Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation | Tagged , , , , | 1 Comment

Corporate Governance and Shareholder Activism in 2011

In recent years, a small number of activist shareholders have increasingly sought to use their equity stock holdings to exert influence over business management. Proponents of “shareholder democracy” have successfully pushed shareholder proposals offered for votes at the annual meetings of public corporations that change the manner in which directors are elected and in which […]

Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Practitioner Publications | Tagged , , , , | 1 Comment

Delaware Court Upholds Board Discretion in Setting Compensation Practices

In dismissing a wide-ranging stockholder challenge to compensation practices at Goldman Sachs, the Delaware Court of Chancery has issued a strong reaffirmation of traditional principles of the common law of executive compensation.  The decision emphasizes that boards are free to encourage and reward risk-taking by employees and that Delaware law protects directors who adopt compensation […]

Click here to read the complete post
Posted in Boards of Directors, Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , | 1 Comment

Does It Matter Who Pays for Bond Ratings?

In our paper, Does It Matter Who Pays for Bond Ratings? Historical Evidence, forthcoming in the Journal of Financial Economics, we examine whether charging issuers for bond ratings is associated with higher credit ratings employing the historical setting wherein S&P switched from an investor-pay to an issuer-pay model in 1974, four years after Moody’s made […]

Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Securities Regulation | Tagged , | Comments Off on Does It Matter Who Pays for Bond Ratings?

Two New Corporate Forms to Advance Social Benefits in California

On October 9, 2011, California Governor Jerry Brown signed into law competing bills that create two new corporate forms in California — a “flexible purpose corporation” and a “benefit corporation” — intended to allow entrepreneurs and investors the choice of organizing companies that can pursue both economic and social objectives. The new corporate forms differ […]

Click here to read the complete post
Posted in Corporate Social Responsibility, Financial Regulation, Practitioner Publications | Tagged , , , , , | 1 Comment