-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
CSX Case Highlights Need for SEC Action on Derivatives
A divided panel of the U.S. Court of Appeals for the Second Circuit has finally issued its opinion in the CSX case in which the District Court addressed whether the long party in a cash-settled total-return equity swap should be considered the beneficial owner of the underlying shares for reporting purposes under Section 13(d) of […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged CSX Corp. v. Children's Fund, Derivative disclosure, Schedule 13D, U.S. federal courts
Comments Off on CSX Case Highlights Need for SEC Action on Derivatives
SEC Enforcement
In the paper, SEC Enforcement: Does Forthright Disclosure and Cooperation Really Matter? forthcoming in the Journal of Accounting and Economics as published by Elsevier, I investigate SEC enforcement leniency by exploring whether the SEC rewards firm cooperation and forthright disclosures following a restatement. I develop models that explain SEC sanctions and SEC monetary penalties, and […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement
Tagged Disclosure, Earnings disclosure, SEC, SEC enforcement, SEC investigations
Comments Off on SEC Enforcement
New Standards in Counterparty Credit Risk Management
Last week the federal banking agencies released interagency supervisory guidance designed to create new, and higher, best practices for counterparty credit risk (CCR) management at banking organizations—including banks, bank holding companies, and U.S. branches and offices of foreign banks. [1] As a result of the release, all banking organizations will need to review their existing […]
Click here to read the complete post“Exclusivity” — Not As Preclusive As It Sounds?
During the course of early-stage negotiations, exclusivity provisions are often used to protect the time and economic investment being made in the potential transaction by ensuring that the counterparty deals only with the named party for a stated period. In a recent appellate decision in the First Circuit, the court applied a surprisingly narrow reading […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Exclusivity, Private equity, U.S. federal courts
Comments Off on “Exclusivity” — Not As Preclusive As It Sounds?
IRS Issues Proposed Regulations Under Section 162(m) to Clarify Performance-Based Exception
Section 162(m) of the Internal Revenue Code, denies a tax deduction to a public company if compensation paid to certain individuals (known as “covered employees”) exceeds one million dollars for the taxable year. A “covered employee” is defined as a public company’s chief executive officer and its three other most highly compensated officers (excluding the […]
Click here to read the complete post
Posted in Executive Compensation, Financial Regulation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Internal Revenue Code, IRS
Comments Off on IRS Issues Proposed Regulations Under Section 162(m) to Clarify Performance-Based Exception
The Votes Are In — Deconstructing the 2011 Say on Pay Vote
For most public companies, the 2011 annual meeting season is now over, and the first mandatory say on pay vote is behind them. Thus far, more than 2200 of the Russell 3000 companies have held say on pay votes in 2011. This White Paper analyzes the results of this year’s say on pay vote across […]
Click here to read the complete postThe Economics of Credit Default Swaps
Credit default swaps (CDS) are term insurance contracts written on the notional value of an outstanding bond. In the paper, The Economics of Credit Default Swaps, forthcoming in the Annual Review of Financial Economics, I study the economics of CDS using the economics of insurance literature as a basis for analysis. The first CDS were […]
Click here to read the complete post
Posted in Academic Research, Financial Crisis, Financial Regulation
Tagged Bonds, Collateral, Credit default swaps, Defaults, Fannie Mae, Insurance, JPMorgan
1 Comment
Hype and Reality in the Dodd-Frank Whistleblower Rules
A lot of commentators, including many law firms, have recently issued dire warnings concerning the final whistleblower rules adopted by the SEC on May 25 pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. Some of the more extreme observations have expressed fears that companies’ internal compliance programs will be undermined and have […]
Click here to read the complete postReflections on Dodd-Frank: A Look Back and a Look Forward
Editor’s Note: The following post comes to us from Lee A. Meyerson, a Partner who heads the M&A Group and Financial Institutions Practice at Simpson Thacher & Bartlett LLP, and is based on the introduction of a Simpson Thacher compendium, available here. This post is part of a series following the first anniversary of the […]
Click here to read the complete post
Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Consumer protection, Dodd-Frank Act, Oversight, Resolution authority
Comments Off on Reflections on Dodd-Frank: A Look Back and a Look Forward
Accounting Conservatism, Going-Concern Horizon, and Earnings Informativeness
In the paper, Accounting Conservatism, Going-Concern Horizon, and Earnings Informativeness, which was recently made publicly available on SSRN, I examine how accounting conservatism shapes the relation between a firm’s going-concern status and the informativeness of its earnings for firm valuation. I extend earnings-persistence-based valuation theory to develop the study’s key insight that the difference between […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting standards, Bankruptcy, Earnings disclosure, Firm valuation
Comments Off on Accounting Conservatism, Going-Concern Horizon, and Earnings Informativeness