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

Internal Governance of Firms

In The Internal Governance of Firms, which was co-written with Viral Acharya and Stewart Myers, and which I recently presented at the Finance Seminar at Harvard Business School, we argue that there are important stakeholders in the firm, particularly its junior managers, who care about its future even if the CEO acts in his or […]

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The Dodd Bill’s Effect on Corporate Governance and Executive Compensation Processes

The project of federalizing major elements of our corporate governance and executive compensation processes continues apace. The 1,136-page Restoring American Financial Stability Act of 2009, introduced last week by Senate Banking Committee Chairman Christopher Dodd, has principally attracted attention for its proposed radical overhaul of the regulation of financial institutions. But the Dodd bill also […]

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The Limits of Private Ordering

In June 2009, the Securities and Exchange Commission proposed to require public companies, under certain circumstances, to include in the company proxy statement and proxy card the names of director nominees submitted by substantial long-term shareholders (generally referred to as “access to the proxy” or “proxy access”). At the same time, the SEC proposed to […]

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Posted in Academic Research, Corporate Elections & Voting, Empirical Research | Tagged , , , | 2 Comments

Do Envious CEOs Cause Merger Waves?

In our paper, Do Envious CEOs Cause Merger Waves?, which was recently accepted for publication in the Review of Financial Studies, we develop a theory which shows that merger waves can arise even when the shocks that precipitated the initial mergers in the wave are idiosyncratic. We start with a simple premise: CEOs have preferences […]

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Posted in Mergers & Acquisitions, Practitioner Publications | Tagged , | 1 Comment

How Recent Proxy Changes Will Affect the Corporate Landscape

This week we bring you the second interview our “The Altman Interview” series where we speak with top experts and thought-leaders having an impact on corporate governance. Our interview with attorney Holly J. Gregory covers 10 questions on hot button issues for 2010. Ms. Gregory is a well-known and highly respected figure in the world […]

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Communications with Financial Analysts and Related Disclosure Issues

Securities analysts play a key role in securities markets, and publicly held companies as a matter of market practice regularly brief them to help them understand company results and business trends. There have been some unfortunate instances, however, in which analysts have received nonpublic information on which their clients have acted before the information was […]

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Executive Compensation for the 2009-2010 Season

Policy Drivers in the Current Environment — As public companies, Boards and Compensation Committees begin to make year-end 2009 compensation decisions, draft proxies for their 2010 shareholder meetings and design 2010 executive compensation plans, they face many challenges caused by the uncertain economic environment, limited visibility for future business prospects, public anger over executive compensation […]

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The Merger Agreement as a Contract

Recently, in the Mergers and Acquisitions course at Harvard Law School, three preeminent M&A practitioners discussed the Merger Agreement as a Contract with Vice Chancellor Leo Strine, Jr., who teaches the class. The panelists were Rick Climan, a partner in the Mergers and Acquisitions group at Dewey & LeBoeuf LLP; Faiza Saeed, a partner in […]

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Posted in Mergers & Acquisitions, Program News & Events | Tagged | 3 Comments

Regulation and Class Actions

This post comes to us from Eric Helland of Claremont McKenna College and Jonathan Klick of the University of Pennsylvania Law School. Regulation and litigation do not occur in isolation. In almost every case of a harm which leads to litigation some regulatory agency had initially monitored the activity that lead to the harm. Thus […]

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Posted in Academic Research, Empirical Research, Financial Regulation, Securities Litigation & Enforcement | Tagged , | 1 Comment

Too Big to Save: How to Fix the US Financial System

This post is a review of Robert Pozen’s recent book, “Too Big to Save: How to Fix the US Financial System” by Sean Cameron, MBA Candidate at Harvard Business School. Bob Pozen’s book, Too Big to Save: How to Fix the US Financial System is one of the most important books on financial reform written […]

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Posted in Financial Crisis, Financial Regulation | Tagged , , | 1 Comment