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

Risk Management and the Board of Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 17, 2009

Balancing risk and reward has never been more challenging than it is today. Companies face risks that are more complex, interconnected and potentially devastating than ever before. Over the past two years, a perfect storm of economic conditions has triggered an extraordinary downward spiral from which we are only recently beginning to emerge: the subprime […]

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

Derivatives’ Bankruptcy Priorities

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

Editor’s Note: Mark Roe is a professor at Harvard Law School, where he teaches bankruptcy and corporate law. This post is based on an op-ed article from today’s Financial Times. A lot is happening in the financial regulatory overhaul bill that moved swiftly from committee through the US House of Representatives this week. But one […]

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Posted in Financial Crisis, Financial Regulation, HLS Research, Legislative & Regulatory Developments, Op-Eds & Opinions | Tagged , , , , | Comments Off on Derivatives’ Bankruptcy Priorities

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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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , | Comments Off on SEC’s Guidance Facilitates Lock-Ups in Exchange Offers

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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