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

Mergers, Spin-offs, and Employee Incentives

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 29, 2011

Many mergers are driven by the desire to reduce competition in the product market and to develop new products to enter into new markets. In our paper, Mergers, Spin-offs, and Employee Incentives, forthcoming in The Review of Financial Studies, we argue that these two motives may be in conflict with each other in that mergers […]

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The Volcker Rule and Goldman Sachs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 28, 2011

In its recently issued report, Wall Street and the Financial Crisis: Anatomy of a Financial Collapse, the Senate Permanent Subcommittee on Investigations considered the conduct of Goldman Sachs in several transactions, including the ABACUS 2007-AC1 collateralized debt obligation. The report “examines Goldman’s conduct in the context of the law prevailing in 2007,” [1] and it […]

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Posted in Academic Research, Financial Regulation, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , | 1 Comment

The Destructive Ambiguity of Federal Proxy Access

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 27, 2011

The paper, The Destructive Ambiguity of Federal Proxy Access, forthcoming in the Emory Law Journal, demonstrates the tension between the federal requirements for the exercise of shareholder nominating rights and the state law principles upon which the SEC purports to ground those rights. The paper unpacks the ambiguities in the SEC’s conception of which shareholders […]

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What Board Members Should Know About Communicating Corporate Social Responsibility

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 26, 2011

Since creating stakeholder awareness is a key prerequisite for reaping the strategic benefits of any business initiative, it is imperative for board members and senior executives instituting a social responsibility program to have a deeper understanding of the key issues related to CSR communication. This report discusses what to communicate (i.e., message content) and where […]

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The Effect of Managerial Traits on Corporate Financial Policies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 25, 2011

In our forthcoming Journal of Finance paper, Overconfidence and Early-life Experiences: The Effect of Managerial Traits on Corporate Financial Policies, we provide evidence that managers’ beliefs and early-life experiences significantly affect financial policies, above and beyond traditional market-, industry-, and firm-level determinants of capital structure. We begin by using personal portfolio choices of CEOs to […]

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The Loss Absorbency Requirement and “Contingent Capital” Under Basel III

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, April 24, 2011

The Basel Committee on Banking Supervision recently finalized minimum requirements for regulatory capital instruments under Basel III. For internationally active banks, these include a requirement that so-called Tier 1 instruments other than common stock as well as all Tier 2 instruments include a feature requiring a “write-off” or conversion into common stock. The requirement is […]

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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , | Comments Off on The Loss Absorbency Requirement and “Contingent Capital” Under Basel III

Facilitating Real Capital Formation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, April 23, 2011

Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the Council of Institutional Investors Spring Meeting; the complete remarks, including footnotes, are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect […]

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Posted in Financial Crisis, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , | 2 Comments

Optimal Capital Structure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 22, 2011

In our paper, Optimal Capital Structure, which was recently made publicly available on SSRN, we develop a method that can be used to determine optimal capital structure for any given firm. Being able to make specific, firm-by-firm debt policy recommendations is an important addition to the current state of affairs. Though much progress has been […]

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More Protectionism and Paternalism at the UK Panel on Takeovers and Mergers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 21, 2011

Introduction — The Panel Stands Firm In late November 2010, we published an article on the policy statement of the UK Panel on Takeovers and Mergers (Panel) which set out the ground work for changes to the rules governing the conduct of public takeovers in the UK as embodied in the UK Code on Takeovers […]

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Internal Control Weakness and Bank Loan Contracting

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 20, 2011

In our paper, Internal Control Weakness and Bank Loan Contracting: Evidence from SOX Section 404 Disclosures, forthcoming in The Accounting Review, we compare various features of loan contracts between firms with ICW and those without ICW. To provide evidence of the impact of ICW on various features of loan contracts, we construct a sample of […]

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