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

SEC Action Needed to Fulfill the Promise of Citizens United

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 15, 2011

Editor’s Note: John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School. Taylor Lincoln is Research Director at Congress Watch. More information about the SEC petition mentioned below is available here; more posts about corporate political spending are available here. As we note in a recent op-ed in […]

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Posted in Accounting & Disclosure, Op-Eds & Opinions, Securities Regulation | Tagged , , , | Comments Off on SEC Action Needed to Fulfill the Promise of Citizens United

September 2011 Dodd-Frank Rulemaking Progress Report

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 14, 2011

This posting, the September Davis Polk Dodd-Frank Progress Report, is the sixth 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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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , | Comments Off on September 2011 Dodd-Frank Rulemaking Progress Report

Executive Compensation and R&D Intensity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 14, 2011

In our paper, Executive Compensation and Research & Development Intensity, which was recently made publicly available on SSRN, we examine the mediating effect of R&D intensity on the weights on signals of ability and financial performance measures in executive compensation contracts. There are many prior studies that investigate the impact of R&D intensity on total […]

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Posted in Academic Research, Empirical Research, Executive Compensation | Tagged , , | 1 Comment

A Closer Look at Antitrust Reverse Termination Fees

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 13, 2011

Perhaps no topic has engendered more conversation among dealmakers in recent months than the allocation between merging parties of the risk of obtaining antitrust approval of a proposed acquisition. With the increase in strategic combinations and the expectation of a more robust regulatory environment under the current administration, many recent merger agreements feature painstakingly negotiated […]

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Posted in Mergers & Acquisitions, Practitioner Publications | Tagged , | 2 Comments

Acquirer Valuation and Acquisition Decisions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 12, 2011

In the paper, Acquirer Valuation and Acquisition Decisions: Identifying Mispricing Using Short Interest, which was recently made publicly available on SSRN, we provide new evidence helping to resolve an ongoing academic debate about the factors that lead firms to acquire other firms. In the center of the debate are two views. According to the neoclassical […]

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Posted in Academic Research, Empirical Research, Mergers & Acquisitions | Tagged , | 1 Comment

Engaging With Strategy after the Financial Crisis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, September 11, 2011

Oversight of corporate strategy has become an increasingly important board function in recent years, and boards are seeking ways to become more effective and spend additional time on strategy. Increasingly, corporate strategy is focusing on opportunities arising from globalization, which requires that boards also address the risks that arise from global operations. To be effective […]

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Second Circuit Clarifies Materiality Requirement in Securities Fraud Cases

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, September 10, 2011

Recently, the Second Circuit decided Fait v. Regions Financial Corp., No. 10-2311-cv (2d Cir. Aug. 23, 2011), in which the Court affirmed the dismissal of a putative class action alleging violations of Sections 11(a), 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”). The Second Circuit held that defendants’ alleged failures to […]

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Posted in Court Cases, Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , , | 1 Comment

Bribes and Benefits

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, September 9, 2011

In the paper, Which firms benefit from bribes, and by how much? Evidence from corruption cases worldwide, which was recently made publicly available on SSRN, we analyze a hand-collected sample of 166 prominent bribery cases, involving 107 publicly listed firms from 20 stock markets that have been reported to have bribed government officials in 52 […]

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Posted in Academic Research, Empirical Research | Tagged , , | 1 Comment

SEC to Allow Shareholders to Submit Proxy Access Proposals for 2012 Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 8, 2011

The Securities and Exchange Commission has announced that its revisions to the proxy rules to allow shareholders to propose proxy access bylaws and other election or nomination procedures will become effective shortly. The SEC had stayed the effectiveness of these changes to Rule 14a-8 pending the outcome of a judicial review of its mandatory proxy […]

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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Regulation | Tagged , , , , , | 2 Comments

Legislative Developments in Delaware’s “Alternative Entities”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 8, 2011

In its latest session, the Delaware legislature enacted several amendments to Delaware’s four “alternative entity” statutes – the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Delaware Revised Uniform Partnership Act (“DRUPA”) and the Delaware Statutory Trust Act (“DSTA”). [1] Among other things, the amendments (i) provide a statutory […]

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