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

F-Squared Claim Rejected

The United States District Court for the Southern District of New York has strongly reaffirmed limitations on the extraterritorial application of U.S. securities laws, concluding that U.S. investors who buy shares in foreign companies on foreign exchanges may not be able to invoke Rule 10b-5 to redress alleged frauds that principally occurred overseas. In In […]

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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , | 3 Comments

How Much Did Banks Pay to Become Too-Big-To-Fail and to Become Systematically Important?

In the paper, How Much Did Banks Pay to Become Too-Big-To-Fail and to Become Systematically Important? which was recently made publicly available on SSRN, we estimate the value of the too-big-to-fail (TBTF) subsidy. The special treatment provided to too-big-to-fail institutions during the financial crisis that started in mid-2007 has raised concerns among analysts and legislators […]

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Posted in Academic Research, Empirical Research, Financial Crisis | Tagged , | 2 Comments

A Cautionary Tale for Audit Committee Chairs?

The SEC announced on March 15, 2010 that it had charged the former CEO, CFOs, and Audit Committee Chair of infoGroup Inc. with securities fraud and other securities law violations in connection with almost $9.5 million of undisclosed perquisites paid to the CEO and $9.3 million of undisclosed related party transactions with entities the CEO […]

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

A Reexamination of Tunneling and Business Groups: New Data and New Methods

In our paper, A Reexamination of Tunneling and Business Groups: New Data and New Methods, which was recently made publicly available on SSRN, we look at emerging economies in general and at India in particular and argue for a simultaneous analysis of corporate governance and strategic activity differences in order to reveal the true quality […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation | Tagged , | 1 Comment

The Parallel Universes of Institutional Investing and Institutional Voting

The Dichotomy between Institutional Investing and Institutional Voting Over the past 30 years, institutional investing and institutional voting of portfolio shares have separated to the point that in most institutions the persons charged with making investment decisions have relatively little or no responsibility for voting the institution’s portfolio shares. While this is not universally the […]

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

The Harvard Crimson on the Harvard Forum

Editor’s Note: This is the text of an article by Zoe Weinberg that appeared in today’s Harvard Crimson, which is available here. Thirty-four of the 100 most influential figures in corporate governance are affiliated with Harvard Law School, according to a review by Directorship Magazine. The Directorship 100 List, published annually, compiles “the who’s who […]

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Financial Regulatory Reform Bill Passes Senate Banking Committee and Heads to the Senate Floor

The financial regulatory reform bill passed by the Senate Banking Committee on March 22, 2010 represents the latest milestone on the road to regulatory reform.  The Committee bill, as amended by the subsequent manager’s amendment, reflects a series of new proposals and compromises between legislators and regulators.  A few of the key provisions of the […]

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Tobin’s Q Does Not Measure Performance: Theory, Empirics, and Alternative Measures

In the paper Tobin’s Q Does Not Measure Performance: Theory, Empirics, and Alternative Measures, which was recently made publicly available on SSRN, we provide a simple theoretical framework to demonstrate that underinvestment by entrenched managers confounds the relationship between Tobin’s Q and corporate governance. In particular, stronger corporate governance can decrease Tobin’s Q as well […]

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Director-Management Relationships under Stock Exchange Independence Standards

A recent disclosure by Black & Decker Corp. and a subsequent clarification as a result of a complaint by the New York Stock Exchange provide helpful insight regarding how business, and possibly other, relationships between directors and senior management may impair a director’s independence both for exchange listing standards and other contexts, and may give […]

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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications | Tagged , , , , | 1 Comment

Harmonized European Short Selling Disclosure Regime Proposed

The Committee of European Securities Regulators (“CESR”) has presented its report to the European Commission proposing a permanent pan-European short selling disclosure regime. The CESR report (the “Report”) envisages a harmonised European approach to short selling. Since 2008, short selling has been subject to different actions taken by Member States in response to recent market […]

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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , | Comments Off on Harmonized European Short Selling Disclosure Regime Proposed