-
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
Claims Traders Beware: More Risk Than You Bargained For!
Bankruptcy claims trading was once largely dominated by trade creditors hoping to receive some value for their claims against a company in bankruptcy. For example, the plumber who was not paid for fixing the sink in an office building might sell his $300 claim against a debtor-building owner to an investment firm in exchange for […]
Click here to read the complete postCreditor Control Rights, Corporate Governance, and Firm Value
In the paper, Creditor Control Rights, Corporate Governance, and Firm Value, which was recently made publicly available on SSRN, we provide evidence that creditors play an active role in the governance of corporations well outside of payment default states. By examining the SEC filings of all U.S. nonfinancial firms from 1996 through 2008, we document […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Contracts, Control rights, Debt contracts, Debtor-creditor law, Firm valuation
Comments Off on Creditor Control Rights, Corporate Governance, and Firm Value
Petitioners File Reply Brief in Challenge to SEC Proxy Access Rules
On February 25, my colleagues at Gibson Dunn, Gene Scalia, Amy Goodman and Dan Davis, representing petitioners Business Roundtable and the U.S. Chamber of Commerce, filed the petitioners’ reply brief in Business Roundtable v. SEC, a challenge to the Securities and Exchange Commission’s recently promulgated rules providing certain shareholders the right to place board-of-director nominees […]
Click here to read the complete postCourts Repudiate Attempts to Find Loopholes in Supreme Court Foreign Cubed Decision
Citing the Supreme Court’s decision in Morrison v. National Australia Bank, on February 22 a federal district judge in New York threw out most of a securities class action jury verdict that plaintiffs’ lawyers had estimated was worth $9.3 billion. The jury’s verdict, rendered against the French media conglomerate Vivendi, S.A. thirteen months ago—before National […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Foreign squared/cubed, Morrison v. National Australia Bank Ltd., Securities litigation
Comments Off on Courts Repudiate Attempts to Find Loopholes in Supreme Court Foreign Cubed Decision
Corporate Governance and Innovation
In the paper, Corporate Governance and Innovation, which was recently made publicly available on SSRN, we examine the effect of corporate governance on innovation as measured by firm research and development (R&D) expenditures. Two different perspectives dominate the academic literature on corporate governance. One perspective emphasizes principal-agent problems and suggests that executives who are protected […]
Click here to read the complete postSecond Circuit Rules on MD&A Trend Disclosure Requirements
The U.S. Court of Appeals for the Second Circuit recently decided Litwin v. Blackstone Group, L.P. (2d Cir. 2011), addressing “trend disclosure” requirements under Item 303 of Regulation S-K, 17 C.F.R. § 229.303(a)(3)(ii). This decision highlights the importance of giving appropriate consideration to trend disclosures in public filings, including registration statements as well as annual […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Filings, Litwin v. Blackstone Group, Regulation S-K, U.S. federal courts
Comments Off on Second Circuit Rules on MD&A Trend Disclosure Requirements
Second Circuit Addresses Materiality Standard Under Federal Securities Law
In an opinion issued on February 10, 2011, in Landmen Partners, Inc. v. The Blackstone Group, L.P., a panel of the United States Court of Appeals for the Second Circuit adopted a view of materiality that may potentially reduce the pleading burden of plaintiffs asserting claims under the federal securities laws. The ruling runs counter […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Landmen Partners v. Blackstone Group, Pleading standards, Securities Act, Securities litigation
Comments Off on Second Circuit Addresses Materiality Standard Under Federal Securities Law
Governance Through Trading and Intervention
In our paper, Governance Through Trading and Intervention: A Theory of Multiple Blockholders, which is forthcoming in the Review of Financial Studies, we analyze the optimal shareholder structure that maximizes the efficiency of corporate governance. Traditional theories argue that shareholders exert governance through directly intervening in a firm’s operations, for example by firing a shirking […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Blockholders, Efficiency, Shareholder power
Comments Off on Governance Through Trading and Intervention
Europe’s Ius Commune on Director Revocability
Among the most important rights of shareholders is the right to elect and dismiss directors. While the election of directors usually garners a lot of attention among scholars and policymakers, the same cannot be said of the right to dismiss directors, even though it is at least of equal concern. In my paper, Europe’s Ius […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation
Tagged Europe, Legal systems, Ousting directors, Shareholder power
Comments Off on Europe’s Ius Commune on Director Revocability
Chinese Bank Transaction May Open the Door for M&A
Last week, Industrial and Commercial Bank of China announced that it had entered into an agreement to purchase 80 percent of the outstanding common stock of the U.S. subsidiary bank of The Bank of East Asia, Limited, a privately held Hong Kong-based bank. Bank of East Asia also has an option to sell to ICBC […]
Click here to read the complete post
Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, China, Federal Reserve, Foreign banks, ICBC
Comments Off on Chinese Bank Transaction May Open the Door for M&A