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

The 2011 Survey of Board Practices

The Conference Board, NASDAQ OMX and NYSE Euronext announced last week a research collaboration to document the state of corporate governance practices among publicly listed corporations in the United States. The centerpiece of the collaboration is The 2011 Board Practice Survey, which the three organizations are disseminating to their respective memberships. Findings will constitute the […]

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The Effect of Short-term Liquidity and Capacity Constraints on Industry Cooperation

A central theme in industrial organization is product market cooperation and price collusion, yet there is little empirical work in the area. In our paper, The Effect of Short-term Liquidity and Capacity Constraints on Industry Cooperation, which was recently made publicly available on SSRN, we attempt to bridge this gap. Using a novel dataset on […]

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Improving Multi-Jurisdictional, Merger-Related Litigation

In the past two years, the court system has seen a sharp increase in the volume of merger-related class-action lawsuits, particularly (but by no means exclusively) in the Delaware Court of Chancery. See John W. Molka III, Advisen Ltd., Securities Suits Abound in a Harsh 2009: An Advisen Quarterly Report—2009 Review 9–10; John W. Moka […]

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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , | 1 Comment

A 12-Step Program to Truly Good Corporate Governance

Good corporate governance is of the moment. It is talked and written about constantly by academics, the corporate governance community working for institutional investors and proxy advisors, boards of directors, corporate executives, corporate lawyers, judges, reporters and, yes, even politicians. Indeed, it is talked about and written about so often and at such length that […]

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Posted in Boards of Directors, Financial Regulation, Practitioner Publications | Tagged , , , , , | 3 Comments

Why and How to Design a Contingent Convertible Debt Requirement

In our paper, Why and How to Design a Contingent Convertible Debt Requirement, which was recently made publicly available on SSRN, we develop a proposal for a contingent capital (CoCo) requirement. We show that CoCos can play a unique role alongside a standard minimum book value of equity ratio requirement. If properly designed, a CoCo […]

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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Regulation | Tagged , , | 1 Comment

The New Face of M&A: How a Trillion Dollars Will Change the Strategic Landscape

1. The Trillion Dollar Question How would a trillion dollars affect the strategic M&A landscape? By now, virtually everybody who reads the financial press is aware that corporate cash balances are massive. In fact, the largest U.S. firms collectively have in excess of $1 trillion on their balance sheets. These firms have accumulated liquidity during […]

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Posted in Accounting & Disclosure, Banking & Financial Institutions, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , | Comments Off on The New Face of M&A: How a Trillion Dollars Will Change the Strategic Landscape

Proxy Advisory Firms and Stock Option Exchanges

In our paper, Proxy Advisory Firms and Stock Option Exchanges: The Case of Institutional Shareholder Services, which was recently made publicly available on SSRN, we examine the role of proxy advisors in the specific context of stock option exchanges, where firms replace underwater stock options with new awards of options, restricted stock and/or cash. We […]

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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors | Tagged , , , , | 2 Comments

SEC Strengthens Shareholders’ Role In Corporate Political Speech Decisions

The Supreme Court’s recent decision in Citizens United v. FEC makes clear that corporations have considerable freedom to spend corporate funds on elections. In an article published in the Harvard Law Review last November, Lucian Bebchuk and I argued that, in the wake of Citizens United, lawmakers should reconsider the corporate-law rules governing who decides […]

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Posted in Academic Research, Corporate Elections & Voting, Court Cases, Legislative & Regulatory Developments | Tagged , , , , | 1 Comment

Corporate Aid to Japan

The recent crisis in Japan has resulted in an outpouring of support from citizens and corporations around the world. Numerous relief programs have been established to provide conduits for distributing the money, goods and services that the people of Japan will need to survive and recover from these natural disasters. The Conference Board has conducted […]

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Posted in Corporate Social Responsibility, Practitioner Publications | Tagged , , , | 1 Comment

One Dollar CEO Salaries

In our paper, One Dollar CEO Salaries: An Empirical Examination of the Determinants and Consequences, which was recently made publicly available on SSRN, we examine a sample of 278 CEO-firm-years (87 firms and 88 CEOs) between 1995 and 2009 where the CEO’s salary is $1. First, we analyze the determinants of a firm’s (or CEO’s) […]

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