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

Capital Markets Committee Proposes Blueprint for Compromise on Financial Reform

As Senator Dodd and Senator Shelby continue to meet and search for a bipartisan financial regulatory reform bill, the Committee on Capital Markets Regulation (CCMR), an independent, non-partisan research organization and proponent of broad financial regulatory reform, has sent congressional leaders a letter outlining a blueprint for a compromise that would achieve practical and effective […]

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

Can a Clearinghouse Really Stop the Next Financial Crisis?

Editor’s Note: Mark Roe is a professor at Harvard Law School, where he teaches bankruptcy and corporate law. This post is based on an op-ed by Professor Roe that appeared today in the Wall Street Journal. As the Senate finalizes its financial reform legislation, a consensus is developing that if we could just get derivatives […]

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Posted in HLS Research, Legislative & Regulatory Developments, Op-Eds & Opinions, Securities Regulation | 1 Comment

The Vote is Cast: The Effect of Corporate Governance on Shareholder Value

In our paper, The Vote is Cast: The Effect of Corporate Governance on Shareholder Value, which was recently made publicly available on SSRN, we present novel evidence of the effect of corporate governance on the market value and long-term performance of firms. We use a regression discontinuity model on the outcomes of votes on governance […]

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Posted in Academic Research, Empirical Research | Tagged | 1 Comment

Principles for Tying Equity Compensation to Long-Term Performance

In our recent study, Paying for Long-Term Performance, we provide a detailed blueprint for how equity-based compensation should be designed to tie executive payoffs to long-term results and to avoid excessive risk-taking incentives. Our conclusions can be distilled into the following eight “principles:” 1. Executives should not be free to unload restricted stock and options […]

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Posted in Academic Research, Executive Compensation, HLS Research | 1 Comment

Is It Too Late for Goldman Sachs to Play Offense?

Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that first appeared in the online edition of the Harvard Business Review. What should you do to rehabilitate […]

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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Op-Eds & Opinions | Comments Off on Is It Too Late for Goldman Sachs to Play Offense?

Delaware Addresses Vote Buying and Synthetic Ownership

In an important decision for proxy and takeover contests, the Delaware Supreme Court last week addressed significant questions of corporate “vote-buying” and stock ownership. Crown Emak Partners v. Kurz, No. 64, 2010 (April 21, 2010). (See this post.) In the course of a corporate control contest, the incumbent directors amended the company’s by-laws to reduce […]

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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications | Tagged , , , , , | Comments Off on Delaware Addresses Vote Buying and Synthetic Ownership

Short Selling in Initial Public Offerings

In our paper, Short Selling in Initial Public Offerings, forthcoming in the Journal of Financial Economics, we use short sale transactions data recently made publicly available to explore the nature of short selling in initial public offerings. Many academic papers rely on the assumption that short selling is constrained early in the IPO process and […]

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The International Dimension of Issuer Liability

In the upcoming decision Morrison v. National Australia Bank, the U.S. Supreme Court will decide on a ‘foreign-cubed’ securities class action for the first time. The case involves only foreign plaintiffs, who bought their shares on a foreign (Australian) exchange, and sued an Australian issuer. Because the Securities Exchange Act of 1934 and Rule 10b-5 […]

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Posted in Academic Research, International Corporate Governance & Regulation, Securities Regulation | Tagged , | Comments Off on The International Dimension of Issuer Liability

Trend Spotting — Are Courts Becoming Less Friendly to Distress Investors?

When the Bankruptcy Code was enacted in 1978, it embodied a bias in favor of reorganization of going concerns wherever possible. This has been the singular distinction between the “American style” of restructurings and the approach used in most other commercial countries. The very concept of “debtor-in-possession” suggests a belief in the chance of renewal […]

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Posted in Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications | Tagged | 1 Comment

SEC Proposes Limits on Options Market Access Fees

In an action that potentially affects the business models of the U.S. options exchanges and major option market participants, the Securities and Exchange Commission (the “SEC”) recently issued a proposal that would cap exchange “access fees” for listed options and also prohibit exchanges from imposing unfairly discriminatory terms that inhibit access to quotations in listed […]

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