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

Deal Certainty – The Fallacy of a New Market

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 18, 2009

In the aftermath of the economic crisis that began in mid-2007, much ink has been spilled on the lessons learned by buyers and sellers regarding the pitfalls of deal certainty and the development of new paradigms for both financial and strategic buyers. Many assert that in the post-crash M&A market there has been substantial crosspollination […]

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Credit Derivatives Are Not ‘Insurance’

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

The superficial similarity of credit derivatives to typical insurance products, like property or life insurance, has caused some politicians and pundits to argue that credit derivatives are a form of insurance and should be regulated as such. The former director of the Commodities Futures Trading Commission (CFTC), which regulates most derivative products, declared: “A credit […]

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Posted in Derivatives, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation | Tagged , , | 5 Comments

Performance Sensitive Debt and CEOs’ Equity Incentives

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

In our paper, Negative Hedging: Performance Sensitive Debt and CEOs’ Equity Incentives, which was recently accepted for publication in the Journal of Financial and Quantitative Analysis, we examine whether performance sensitive debt (PSD) contracts enable executives to transfer value to themselves at the expense of shareholders. In particular, our paper tests whether the existence and […]

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M&A Practitioner Panel Discusses Delaware Takeover Cases

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

Editor’s Note: 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. Recently, in the Mergers & Acquisitions course at Harvard Law School, several preeminent mergers and acquisitions practitioners and academics discussed questions regarding Delaware case […]

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Study Highlights Recent Trends in M&A Deal Terms

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

  The Mergers & Acquisitions Committee of the American Bar Association’s Business Law Section recently released the 2009 Strategic Buyer/Public Target M&A Deal Points Study. I am the Co-Chair of the Committee’s M&A Market Trends Subcommittee and the Project Chair of the working group that compiled the Study. The Study examines key deal points in […]

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M&A Break Fees: US Litigation vs. UK Regulation

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

In a recent working paper, M&A Break Fees: US Litigation vs. UK Regulation, I consider differences in M&A break fees between the UK and US systems. Despite generally similar economies and political systems, the UK and US restrict M&A break fees very differently. The UK, in essence, regulates them; the US governs them through litigation. […]

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Posted in Academic Research, Empirical Research, HLS Research, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions | Tagged , , | Comments Off on M&A Break Fees: US Litigation vs. UK Regulation

The Changing Market Reaction to Reported Earnings

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

  In our paper, Does the Stock Market See a Zero or Small Positive Earnings Surprise as a Red Flag?, which was recently accepted for publication in the Journal of Accounting Research, we investigate the stock market reaction to specific levels of reported earnings. Akerlof’s classic analysis of a market with information asymmetry suggests that […]

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Microsoft Adopts Triennial “Say on Pay” Policy

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

Microsoft’s Board of Directors recently became the first U.S. company to adopt a “say on pay” policy that will enable its shareholders to cast a non-binding, advisory vote every three years on compensation programs for the company’s senior executive officers. The first vote will occur at the company’s annual shareholders’ meeting on November 19. The […]

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

Reducing Incentives for Risk-Taking

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

(Editor’s Note: This post is based on a piece by Lucian Bebchuk and Holger Spamann published today on the New York Times’ Dealbook and available here. The piece builds on their joint paper “Regulating Bankers’ Pay.”) It is now widely accepted that compensation structures in financial firms should be designed to avoid excessive incentives for […]

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Posted in Executive Compensation, Financial Crisis, Financial Regulation, HLS Research, Op-Eds & Opinions | Tagged , , , , | Comments Off on Reducing Incentives for Risk-Taking

Questions TARP Employees are Asking Today

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

On June 10, the Treasury Department issued an interim final rule (the “IFR”), effective June 15, providing guidance on the executive compensation standards applicable to companies participating in the Troubled Assets Relief Program (TARP). The IFR superceded all prior Treasury guidance with respect to the provisions of the Emergency Economic Stabilization Act of 2008, as […]

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