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

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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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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Tackling the Root Causes of Shareholder Passivity and Short-Termism

Streams of recommendations have begun to flow from bodies tasked with remedying the persistent problem of institutional investor passivity and short-termism. While the suggestions of the Institutional Shareholders’ Committee (ISC) and Walker Review are generally sensible, they are incomplete because significant asset owner issues remain unresolved. Until the root causes – particularly the inability of […]

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Street Name Registration: An Antiquated Idea

“Street name registration” largely took root under emergency conditions stemming from a paperwork crisis during the 1960s, before networked computers were ubiquitous in trading markets. Immobilizing stock and registering it in the name Cede &Co., which was presumed by many to a temporary measure, now undermines our ownership culture. Just as poker chips allow us […]

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A Gap-filling Theory of Corporate Debt Maturity Choice

In our paper A Gap-filling Theory of Corporate Debt Maturity Choice, which was recently accepted for publication in the Journal of Finance, we develop a new theory to explain time-variation in corporate maturity choice. As in BGW (2003), our theory allows for predictability in bond market returns and has the feature that corporate issuers tend […]

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FDIC and Private Capital: Moving the Goal Lines

Editor’s Note: Margaret E. Tahyar is a partner and member of the New York Financial Institutions Group at Davis Polk & Wardwell LLP. This post is based on a Davis Polk client memorandum by John Douglas, Luigi De Ghenghi, Arthur Long and William Taylor. For the second time since adopting its Final Statement of Policy […]

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