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

Dividend and Corporate Taxation in an Agency Model of the Firm 

In our paper Dividend and Corporate Taxation in an Agency Model of the Firm, which is forthcoming in the American Economic Journal: Economic Policy, we propose a simple model based on the agency theory of the firm (Jensen and Meckling 1976) that provides an alternative to the two leading theories of corporate taxation – the […]

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Seven Law Firms Comment on “Opt-Out” Under SEC’s Proposed Proxy Access Rules

Seven major law firms — Cravath, Swaine & Moore LLP, Davis Polk & Wardwell LLP, Latham & Watkins, LLP, Simpson Thacher & Bartlett LLP, Skadden, Arps, Slate, Meagher & Flom LLP, Sullivan & Cromwell LLP and Wachtell, Lipton, Rosen & Katz — collaborated on a 17-page comment letter  in response to a request by the SEC […]

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

Combating Insider Trading: What Works

Last year’s headlines were filled with announcements of major new insider trading prosecutions. The DOJ and SEC have promised there will be more such cases to come in 2010, including through the use of more aggressive investigative techniques such as wiretaps and wired informants. The question is what can a firm practically do to stop […]

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Posted in Financial Regulation, Practitioner Publications | Tagged , | 1 Comment

HLS Forum Publishes 1,000th Post

Last week the Forum on Corporate governance and Financial Regulation published its 1,000th post.  The Forum started operating with support from the Corporation Service Company in December 2006. In addition to posts from Harvard Law School faculty and fellows and posts by members of the Program on Corporate Governance’s Advisory Board, the Forum has featured […]

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FDIC Proposes Amending Insurance for Compensation Program Risk

At the January 12, 2010 meeting, the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) authorized publication of an Advance Notice of Proposed Rulemaking on Employee Compensation (the “ANPR”) by a vote of 3 to 2 (with Comptroller Dugan and OTS Director Bowman dissenting). The ANPR seeks comment on how, and whether, the […]

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Leverage Choice, Credit Spread, and Risk

CEO compensation typically includes both performance sensitive and performance insensitive components. This pay structure can be readily rationalized in a contracting setting (e.g., Holmstrom (1982)). Performance sensitive payments link a manager’s value enhancing actions to his wealth thereby aligning his incentives with those of the firm. These payments are risky, however, and in contracts with […]

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The CEO Pay Slice

Editor’s Note: This post is based on Lucian Bebchuk, Martijn Cremers and Urs Peyer’s recent op-ed article for the international association of newspapers Project Syndicate, which can be found here. The op-ed article discusses the findings of Bebchuk, Cremers, and Peyer’s recent empirical study which can be found here. There is now intense debate about […]

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51 Law Firms Issue Consensus Interpretation of NY Power of Attorney Law

A group of fifty-one law firms has issued a White Paper, Interpretive Issues Related to Recent Changes to the New York Power of Attorney Law, which examines principles of New York and federal law to reach a finding that, at the least, substantial portions of the recently amended New York General Obligations Law §§ 5-1501 […]

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SEC Enforcement in 2009: A Year of Changes, with More This Year

In our 2009 “Mid-Year Review of SEC Enforcement,” we reviewed the transformation that had begun in 2009 at the SEC’s Division of Enforcement under the agency’s new Chairman, Mary Schapiro, and the Division’s new Director, Robert Khuzami, as well as the measurable increase in enforcement activity that had resulted. Since then, Mr. Khuzami has articulated […]

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

Risk and the Corporate Structure of Banks

In our paper Risk and the Corporate Structure of Banks, which was recently accepted for publication in the Journal of Finance, we analyze how risk affects the organizational structure of banks’ foreign operations. Our primary focus is on a bank’s decision to set up affiliates as either subsidiaries or as branches. Subsidiaries are locally incorporated […]

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