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HLS Faculty & Senior Fellows
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
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™, […]
Click here to read the complete postGood Faith — Not Just an Aspiration
In a recent Kirkland M&A Update, we reviewed a Georgia appellate decision upholding a $281 million jury award to a spurned suitor, showing that even careful drafting of “non binding” language in a letter of intent may not be effective in avoiding unanticipated binding obligations if the parties’ conduct is inconsistent with those provisions. We […]
Click here to read the complete postPay for Regulator Performance
Few doubt that executive compensation arrangements encouraged the excessive risk taking by banks that led to the recent Financial Crisis. Accordingly, academics and lawmakers have called for the reform of banker pay practices. In our paper, Pay for Regulator Performance, forthcoming in the Southern California Law Review, we argue that regulator pay is to blame […]
Click here to read the complete postProxy Voting for Sustainability
It’s illogical – and quite myopic – that many of the nation’s largest institutional investors refer to shareholder-sponsored resolutions addressing material topics such as climate change, resource constraints and environmental stewardship as “special interest,” “non-routine” or involving “special circumstances.” The opposite is in fact the case. We strongly agree with David Lubin and Daniel Esty’s […]
Click here to read the complete postSEC Staff Focus on Offshore Cash Holdings
As reported recently in the press, the SEC staff has, with greater regularity, been issuing comments to companies seeking disclosure of the extent of offshore cash holdings and the impact of such offshore holdings on the company’s liquidity position. In general, the staff appears to be concerned about the U.S. federal income tax consequences of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Cash reserves, Disclosure, Liquidity, SEC
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Executive Overconfidence and the Slippery Slope to Financial Misreporting
In the paper, Executive Overconfidence and the Slippery Slope to Financial Misreporting, forthcoming in the Journal of Accounting and Economics as published by Elsevier, our detailed analysis of a sample of 49 firms subject to SEC Accounting and Auditing Enforcement Releases (AAERs) suggests two distinct explanations for the misstatements. Just over one quarter of the […]
Click here to read the complete postThe Territorial Reach of U.S. Securities Laws After Morrison v. National Australia Bank
In June 2010, in Morrison v. National Australia Bank, the U.S. Supreme Court held that U.S. securities antifraud laws do not reach transactions by non-U.S. investors in securities of non-U.S. companies effected on non-U.S. exchanges, even if the investors claim that their losses arose from conduct in the United States. In its decision, which overturned […]
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