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

Crisis Resolution and Bank Liquidity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 16, 2009

Editor’s Note: This post comes to us from Viral Acharya, Professor of Finance at New York University, Hyun Song Shin, Professor of Economics at Princeton University, and Tanju Yorulmazer, a Senior Economist at the Federal Reserve Bank of New York. A central difficulty during banking crises is one of finding ready buyers of distressed assets. […]

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RiskMetrics Issues Policy Updates for 2010 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 15, 2009

On November 19, 2009, RiskMetrics Group issued updates to its proxy voting policy that will be applicable to shareholder meetings held on or after February 1, 2010. The policy updates that are applicable to US companies are available at here. This briefing summarizes those policy updates that affect US companies and discusses implications for voting […]

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Optimal CEO Compensation when Managers are Loss Averse

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 14, 2009

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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Supreme Court to Consider Extraterritorial Application of Securities Laws

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, December 13, 2009

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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SEC’s Guidance Facilitates Lock-Ups in Exchange Offers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, December 12, 2009

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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Credit Market Competition and Capital Regulation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 11, 2009

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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Division on the Buy-Side: The Structure Of Acquisitions By Private Equity Firms

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 11, 2009

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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SEC Amends Rules Related to Credit Rating Agencies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 10, 2009

The SEC has adopted and proposed a number of changes to its rules and forms relating to the use of credit ratings in public offerings, references to ratings in SEC rules and forms, and the oversight of registered credit rating agencies. First, a group of proposed amendments would require issuers to disclose credit ratings and […]

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The Blue Sky Laws and Corporate Policy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 9, 2009

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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Bruce Wasserstein

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 9, 2009

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 | 1 Comment
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