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

Summary of Dodd-Frank Financial Regulation Legislation

On June 25, 2010, a House-Senate conference committee reached final agreement on the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). The conference report must be approved by the House and Senate before the bill is presented to the President for signature. The House is expected to approve the conference report on June […]

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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications | Tagged | 3 Comments

Dodd-Frank Act Finalizes Swap Pushout Rule

On June 25, 2010, the Senate-House conference on the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Bill”) agreed on the final legislative text of the Bill, including Section 716 (the “Swap Pushout Rule”). The Swap Pushout Rule is a revised version of a provision originally introduced by Senator Blanche Lincoln (D–AR) to the […]

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Posted in Derivatives, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , | 1 Comment

Rethinking the Regulation of Securities Intermediaries

In the paper, Rethinking the Regulation of Securities Intermediaries, which is forthcoming in the University of Pennsylvania Law Review [Jill E. Fisch, Rethinking the Regulation of Securities Intermediaries, 158 U. Pa. L. Rev. (forthcoming 2010)], I argue that existing regulation of mutual funds has serious shortcomings. In particular, the Investment Company Act, which is based […]

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The Future of the Board of Directors

Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a recent speech by Mr. Lipton to the New York Stock Exchange Chairman & CEO Peer Forum. In an effort to think about the […]

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Posted in Boards of Directors, Institutional Investors, Speeches & Testimony | Tagged , | 3 Comments

How Did Financial Reporting Contribute to the Financial Crisis?

In our paper, How Did Financial Reporting Contribute to the Financial Crisis? forthcoming in the European Accounting Review, we scrutinize the role that financial reporting for fair values, asset securitizations, derivatives, and loan loss provisioning played in contributing to the Financial Crisis. Because banks were at the center of the Financial Crisis, we focus our […]

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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research, Financial Crisis | Tagged , , | 1 Comment

Action by Written Consent: A New Focus for Shareholder Activism

Shareholder proposals advocating that corporations provide shareholders with the right to act by written consent in lieu of a meeting reappeared on ballots this proxy season after a hiatus of several years and have won average shareholder support of over 54%. While these proposals are nonbinding and the number of companies with such proposals on […]

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged , , | 1 Comment

SEC Proposes Consolidated Audit Trail

The Securities and Exchange Commission (the “SEC”) recently proposed to require the Financial Industry Regulatory Authority and the national securities exchanges (collectively, the “SROs”) to adopt a plan (the “Plan”) for the development, implementation and maintenance of a consolidated audit trail (“CAT”) for the listed equities and options markets. The SEC’s proposal would set in […]

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Reducing Insider Trading Risk at Hedge Fund Advisers

My recent article on “How hedge fund advisers can reduce insider trading risk,” in the Journal of Securities Law, Regulation & Compliance, Vol. 3, No. 2 (2010), discusses some of the approaches that hedge fund managers use to prevent insider trading violations. They include avoiding agreements to keep information confidential and giving heightened attention to […]

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Posted in Practitioner Publications, Securities Litigation & Enforcement | Tagged , | 1 Comment

Resetting the Trigger on the Poison Pill: Selectica’s Unanticipated Consequences

In a recent paper, Paul Edelman and I critically examine the Delaware Chancery Court’s recent decision in Selectica, Inc. v. Versata Enters., Inc., 2010 Del. Ch. LEXIS 39 (Del. Ch. March 1, 2010). In that case, applying the Unocal test to the use of the NOL pill against a potential acquirer, the Court rejected Versata’s […]

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Versata Files Final Brief in Appeal of NOL Pill Case

Editor’s Note: This post relates to the appeal from the decision in Selectica, Inc. v. Versata, Inc., which was discussed on the Forum here and here. Versata’s final reply in the appeal is available here. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links […]

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