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

Bailouts, Bonuses, And The Return Of Unjust Gains

(Editor’s Note: This post comes to us from Tracy A. Thomas of the University of Akron, and is based on a comment in the Washington University Law Review.) In March 2009, ailing insurance giant American International Group (AIG) triggered a national outcry when it paid out $165 million in government bailout funds for employee bonus […]

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Posted in Executive Compensation, Financial Crisis, Op-Eds & Opinions | Tagged , , , , | 1 Comment

SOX and Insider Trades

In my paper, Information Content of Insider Trades before and after the Sarbanes-Oxley Act, which was recently accepted for publication in the Accounting Review, I examine whether Section 403 of SOX has resulted in the provision of more timely and relevant information to market participants in the United States. SOX Section 403 addresses the issue […]

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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , | Comments Off on SOX and Insider Trades

Delaware Decision Defers to Retention of Directors Under a “Majority Vote Resignation Policy”

Editor’s Note: This post is based on an article by Professor Hamermesh in the Widener Institute of Delaware Corporate and Business Law. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. In a very interesting […]

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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases | Tagged , , , , , | 1 Comment

Survey of Governance Practices for IPO Companies

The U.S. IPO market, which has been in the doldrums since 2007, has recently been showing signs of life. We have recently completed several large transactions, and our pipeline of deals in process is more robust than at any time in recent memory. With more companies working on and considering IPOs, this is a good […]

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Posted in Practitioner Publications, Securities Regulation | Tagged | Comments Off on Survey of Governance Practices for IPO Companies

The Future of Financial Regulation

(Editor’s Note: The post below by Chairman Mary Schapiro is a transcript of her remarks at the University of Rochester’s Presidential Symposium on the Future of Financial Regulation, omitting introductory and conclusory comments; the complete transcript is available here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect […]

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Posted in Derivatives, Financial Crisis, Financial Regulation, Securities Regulation, Speeches & Testimony | Tagged , , , , , | 1 Comment

Assessing the Chrysler Bankruptcy

In a recent working paper Assessing the Chrysler Bankruptcy, which I presented at the Law and Economics seminar here at Harvard Law School, David Skeel and I evaluate the Chrysler bankruptcy. Chrysler entered bankruptcy as a company widely thought to be ripe for liquidation if left on its own, obtained massive funding from the United […]

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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Regulation, HLS Research | Tagged , , , , , | Comments Off on Assessing the Chrysler Bankruptcy

CFPA Legislation Goes Too Far on Some Issues, Not Far Enough on Others

(Editor’s Note: This post is based on a letter sent by Hal S. Scott, R. Glenn Hubbard and John L. Thornton of the Committee on Capital Markets Regulation, an independent and nonpartisan research organization dedicated to improving the regulation and enhancing the competitiveness of the U.S. financial system, to the Chairmen and Members of the […]

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Posted in Financial Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions, Securities Regulation | Tagged , , , , | 1 Comment

Proxy Solicitation Through the Internet

The SEC has proposed to amend the Internet proxy delivery rules in order to increase retail shareholder participation in the proxy voting process and to improve the notice and access model. The proposed amendments would: provide flexibility regarding the format and content of the Notice of Internet Availability of Proxy Materials; permit issuers and other […]

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Corporate Governance, Firm Valuation & Stock Returns

In our paper, “Thirty Years of Corporate Governance: Firm Valuation & Stock Returns”, which we recently presented at the Seminar in Law, Economics, and Organization here at Harvard Law School, we introduce a comprehensive corporate governance database starting in 1978 and ending in 1989, which tracks for a sample of approximately 1,000 unique firms whether […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, HLS Research | Tagged , , | Comments Off on Corporate Governance, Firm Valuation & Stock Returns

Merger Arbitrage, Beneficial Ownership Reporting and Proxy Contests: The SEC’s Perry Order

Earlier this year, on July 21, 2009, the US Securities and Exchange Commission issued a cease-and-desist order charging investment adviser Perry Corp. (Perry) with securities law violations for its failure to report timely under Section 13(d) of the Securities Exchange Act of 1934 its beneficial ownership of more than 5 percent of the outstanding common […]

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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , | Comments Off on Merger Arbitrage, Beneficial Ownership Reporting and Proxy Contests: The SEC’s Perry Order