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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Securitization and Moral Hazard
Perhaps no academic paper has done more to convince scholars and policymakers that mortgage securitization led to lax screening by lenders and fueled the subprime crisis than did the recent paper by Keys, Mukherjee, Seru, and Vig (forthcoming in the Quarterly Journal of Economics, 2010) (hereafter, KMSV, who published a post in June on […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Bank loans, Banks, Moral hazard, Securitization
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Some Tender Offer Quirks
Much has been written about the advantages of structuring a friendly acquisition as a tender offer followed by a back-end squeeze-out merger as compared to a single-step merger. Some of these perceived benefits include speed to closing, avoiding adverse recommendations from proxy advisory firms such as RiskMetrics (ISS) and mitigating the risk of “empty voting.” […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Empty voting, Proxy advisors, Tender offer
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Implementing Proxy Access Under Delaware Law
The SEC recently announced that it would delay voting on the adoption of its mandatory proxy access regime to consider the comments and feedback it received in response to its proposed Rule 14a-11. Meanwhile, at the state level, corporate practitioners are closely following whether (and, if so, in what form) Delaware corporations will voluntarily adopt […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Delaware articles, Delaware law, Delaware legislation, Proxy access, Rule 14a-11, SEC
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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 AIG, Bailouts, Bonuses, Restitution, TARP
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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 Insider trading, SEC, SOX, SOX Section 403
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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 […]
Click here to read the complete postSurvey 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 IPOs
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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 […]
Click here to read the complete postAssessing 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 Bankruptcy, Bankruptcy Code, Bankruptcy Code s.363, Chrysler, Debtor-creditor law, Reorganizations
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