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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
SEC Proposes Rule 127B to Implement Section 621 of the Dodd-Frank Act
The SEC recently proposed Rule 127B to implement the prohibition under Section 621 of the Dodd-Frank Act on material conflicts of interest between securitization participants of an ABS and any investor in the ABS. The proposed rule includes exceptions for certain risk-mitigating hedging activities, liquidity commitments and bona fide market-making. The proposed rule is available […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, Dodd-Frank Act, Dodd-Frank s.621, Risk management, SEC, Securitization
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Preparing for “Proxy Access” Shareholder Proposals
Following the SEC’s decision not to seek a rehearing of the decision by the U.S. Court of Appeals for the District of Columbia Circuit vacating its “proxy access” rule (Rule 14a-11 under the Securities Exchange Act of 1934), the stay on the companion “private ordering” amendments to Rule 14a-8 was lifted and those amendments are […]
Click here to read the complete postThe Williams Act: A Truly “Modern” Assessment
Recently, a debate has emerged about the merits of certain proposed piecemeal reforms to the Williams Act’s 13(d) disclosure regime. The aim of our paper, The Williams Act: A Truly “Modern” Assessment, is to examine the implications of these proposals and to suggest that, before making any changes to the regime, the Commission should undertake […]
Click here to read the complete postA Regulatory Design for Monetary Stability
In the paper, A Regulatory Design for Monetary Stability, which was recently made publicly available on SSRN, I seek to make the case that our financial regulatory apparatus is ill-designed to address what is, arguably, the central problem for financial regulatory policy. That problem is the instability of the market for money-claims—a generic term that […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Capital markets, Capital requirements, Liquidity, Money-claims, Resolution authority
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Del Monte Settlement Highlights Risk of Conflicts in Buyout Financing
Recently, there was the announcement of a proposed $89.4 million settlement of shareholder claims arising out of the buyout of Del Monte Foods Company. The shareholders had alleged that the sales process was tainted by collusion between the buyers and Del Monte’s banker, which had sought to provide financing to the buyout group. The settlement […]
Click here to read the complete postAssessing Pay for Performance
Although pay for performance is a nearly universal objective of executive compensation programs, there is little agreement on how to measure it and monitor it. Companies often seem to believe that it is obvious that pay varies with performance, while many investors feel that there is little evidence of a strong correlation between the two. […]
Click here to read the complete postPrincipal Changes to the UK Takeover Code
Recently, a new version of the Takeover Code came into force. With few exceptions, it governs all offers and possible offers made from this date. The amendments are the result of the year-long consultation process initiated by the Takeover Panel after widespread criticism and concern following Kraft Food Inc.’s hostile takeover of Cadbury plc. The […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Takeovers, UK, UK Takeover Code
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Did Securitization Cause the Mortgage Crisis?
Did mortgage securitization cause the mortgage crisis? One popular story goes like this: Banks that originated mortgage loans and then sold them to securitizers didn’t care whether the loans would be repaid. After all, since they sold the loans, they weren’t on the hook for the defaults. Without any “skin in the game” those banks […]
Click here to read the complete postWhat Constitutes a Sale of Substantially All Assets?
The Delaware Supreme Court has affirmed the Court of Chancery’s decision not to aggregate a series of dispositions in determining whether they constitute a transfer of “substantially all” of a company’s assets under a bond indenture. See Bank of New York Mellon Trust Co. v. Liberty Media Corp., No. 284, 2011 (Del. Sept. 21, 2011) […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bondholders, Delaware cases, Delaware law, Mellon Trust v. Liberty Media
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October 2011 Dodd-Frank Rulemaking Progress Report
This posting, the October Davis Polk Dodd-Frank Progress Report, is the seventh in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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