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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Optimal CEO Compensation when Managers are Loss Averse
In our paper Sticks or Carrots? Optimal CEO Compensation when Managers are Loss Averse, which was recently accepted for publication in the Journal of Finance, we analyze a simple contracting model where the manager is loss averse and explore to what extent its predictions are consistent with salient features of observed compensation contracts. In particular, […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Incentives, Risk
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Supreme Court to Consider Extraterritorial Application of Securities Laws
In recent years, securities fraud lawsuits in the United States have increasingly been brought against non-U.S. companies. In October 2008, the United States Court of Appeals for the Second Circuit issued an important decision concerning the extraterritorial application of the U.S. securities laws, Morrison v. National Australia Bank, 547 F.3d 167 (2d Cir. 2008). On […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Extraterritoriality, Foreign squared/cubed, Morrison v. National Australia Bank Ltd.
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SEC’s Guidance Facilitates Lock-Ups in Exchange Offers
On November 16, 2009, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a new Compliance and Disclosure Interpretation (Interpretation #139.29) facilitating the ability of an issuer to enter into lock-up agreements (i.e., agreements to tender) with holders of its debt securities in connection with a registered exchange offer […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Debt securities, Exchange Act, Interpretation #139.29, Securities Act
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Credit Market Competition and Capital Regulation
In our paper, Credit Market Competition and Capital Regulation, which was recently accepted for publication in the Review of Financial Studies, we present a theory that demonstrates that inducements for banks to hold capital can also come from the asset side. We show that when credit markets are competitive, market discipline coming from the asset […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Regulation
Tagged Bank loans, Banks, Debtor-creditor law
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Division on the Buy-Side: The Structure Of Acquisitions By Private Equity Firms
Recently, in the Mergers and Acquisitions course at Harvard Law School, three preeminent mergers and acquisitions practitioners discussed private equity transactions with Vice Chancellor Leo Strine, Jr., who teaches the class. The panel consisted of Eileen T. Nugent, a mergers and acquisitions partner and Co-Head, Private Equity Group at Skadden, Arp, Slate, Meagher & Flom […]
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Posted in HLS Research, Mergers & Acquisitions, Private Equity, Program News & Events
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The Blue Sky Laws and Corporate Policy
A number of recent studies debate the impact of investor protection law on corporate policy and performance. On one hand, many papers identify cross-country differences in firm characteristics and attribute these differences to variation in legal protection of investors from insider expropriation (which in turn is attributed to heterogeneity in countries’ legal origins). On the […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Blue sky laws, Investor protection
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Bruce Wasserstein
Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisition and matters affecting corporate policy and strategy. This post is based on remarks delivered by Mr. Lipton at the memorial service for Bruce Wasserstein earlier this week. Sometime after leaving the Cravath law firm to join […]
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Posted in Speeches & Testimony
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Private Ordering and the Proxy Access Debate
The Harvard Law School Program on Corporate Governance recently issued our paper, Private Ordering and the Proxy Access Debate. The paper can be downloaded here. The paper addresses key objections raised against the SEC’s proposal to provide shareholders with rights to include shareholder nominees for election as directors on the company’s proxy statement. Opponents have […]
Click here to read the complete postCashing in Before the Music Stopped
Editor’s Note: This post is based on an op-ed article from the print edition of today’s Financial Times by Lucian Bebchuk, Alma Cohen, and Holger Spamann. The op-ed article is based on their study, “The Wages of Failure: Executive pay at Bear Stearns and Lehman 2000-2008,” which is available here. Although Lucian Bebchuk is a […]
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