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

Florida SBA Confronts Recent Corporate Governance Issues at Home and Abroad

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

Global Proxy Voting In 2010, the SBA worked with The Corporate Library to analyze its proxy voting among nine externally managed foreign equity portfolios totaling approximately $9 billion. The vote audit examined a total of 33,729 individual ballot items (proxy voting decisions) across 257 distinct voting categories. The purpose of the foreign equity proxy vote […]

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Did Structured Credit Fuel the LBO Boom?

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

In our forthcoming Journal of Finance paper, Did Structured Credit Fuel the LBO Boom? we study how large shifts in the availability of credit affected the corporate use of leverage by examining LBO transactions that rely heavily on debt financing. We argue that developments that led to the growth of structured credit contributed to increased […]

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Lucian Bebchuk Elected to Norilsk Nickel’s Board of Directors

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

According to a press release by MMC Norilsk Nickel, Harvard Law School Professor Lucian Bebchuk was elected for the Company’s Board of Directors as an independent director. The election occurred in an Extraordinary Shareholder Meeting taking place earlier this month. In a press release, UC RUSAL, the world’s largest aluminum producer and owner of a […]

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Proposed Rule on Incentive-Based Compensation at Financial Institutions

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

On Feb. 7, 2011, the Federal Deposit Insurance Corporation (FDIC) approved a proposed rule regarding incentive-based compensation at covered financial institutions pursuant to Section 956 of the Dodd-Frank Wall Street and Consumer Protection Act, 12 U.S.C. §5641 (2010). Subsequently, the National Credit Union Administration (NCUA) (Feb. 17) and the Securities and Exchange Commission (SEC) (March […]

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Proxy Advisory Business: Apotheosis or Apogee?

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

Introduction Proxy advisory firms, particularly the two dominant players — ISS and Glass Lewis — seem to many observers to be in the proverbial cat-bird seat. [1] The closure of Proxy Governance, Inc. at the end of 2010 gave these two firms a duopoly, which should be good for their businesses. The number of shareholder […]

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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications | Tagged , , , , | 1 Comment

Investor Protection and Its Effects on Investment, Finance, and Growth

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

In the paper, Why Does the Law Matter? Investor Protection and its Effects on Investment, Finance, and Growth, forthcoming in the Journal of Finance, we study how investor protection affects firm-level resource allocations. We test for these effects using both ex-ante and ex-post measures of efficiency. We conduct our analyses in a large sample of […]

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The Case for Modernizing Section 13 Beneficial Ownership Reporting Rules

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

Wachtell, Lipton, Rosen & Katz filed a rulemaking petition with the Securities and Exchange Commission on March 7, 2011 with respect to the beneficial ownership reporting rules found in Section 13(d) of the Securities Exchange Act of 1934. Our request highlights the urgent need to amend the existing reporting framework to keep pace with market […]

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Federal Agencies Propose Interagency Rule on Financial Institution Compensation

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

Editor’s Note: Margaret E. Tahyar is a partner in the Financial Institutions Group at Davis Polk & Wardwell LLP. This post is based on a Davis Polk client memorandum by Kyoko Takahashi Lin and Nora M. Jordan summarizing a proposed rule on incentive compensation under the Dodd-Frank Act, which is available here. My partners Kyoko […]

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Sources of Gains in Corporate Mergers

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

In the paper, Sources of Gains in Corporate Mergers: Refined Tests from a Neglected Industry, forthcoming in the Journal of Financial and Quantitative Analysis, we provide new tests of the synergy, collusion, and anticipation hypotheses using stock and product pricing data from the utility industry in the United States. The utility industry has been omitted […]

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The Fifth Analyst Call: Investors Seek Greater Communication with Directors

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

A group of major and influential global institutional investors from North America, Europe and Australia , led by the UK’s Railpen Investments and F&C Asset Management, are seeking to build open and constructive dialogue with US boards of directors through a concrete, easy-to-implement solution – an idea we are calling a “Fifth Analyst Call.” In […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation | Tagged , | 1 Comment
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