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

Bringing Transparency and Oversight to the OTC Derivatives Market

(Editor’s Note: The post below by Chairman Schapiro is a transcript of her testimony to the House Committee on Agriculture hearing regarding the regulation of over-the-counter derivatives markets last week.) I. Introduction Chairman Peterson, Ranking Member Lucas, Members of the Committee: Thank you for the opportunity to testify on behalf of the Securities and Exchange […]

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Proxy Access and the Balance of Power in Corporate Governance

Our experience with concentrated, long-term investments in large, public companies has taught us that the overwhelming majority of corporate directors are smart, diligent, and capable business people trying the best they can to faithfully discharge their fiduciary duties. They do not, however, always get it right. Something is broken in corporate America. Particularly over the […]

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Unblocking Corporate Governance Reform

(Editor’s Note: This post is Lucian Bebchuk’s most recent column in his series of monthly commentaries titled “The Rules of the Game” for the international association of newspapers Project Syndicate, which are available here. The column builds on Investor Protection and Interest Group Politics, an article co-authored by Professor Bebchuk and Professor Zvika Neeman that […]

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Posted in Financial Crisis, HLS Research, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions | Tagged , , | Comments Off on Unblocking Corporate Governance Reform

The Economic Consequences of IPO Spinning

  In our paper, The Economic Consequences of IPO Spinning, which was recently accepted for publication in the Review of Financial Studies, we investigate the practice of spinning using a sample of 56 companies that went public during the period 1996-2000. Spinning is the allocation by underwriters of the shares of hot initial public offerings […]

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Posted in Academic Research, Empirical Research | Tagged , , | 1 Comment

Davis Polk Releases Comprehensive Review of Financial Crisis Laws

It has been my privilege to support my partners as the editor of Davis Polk’s recently issued Financial Crisis Manual, which has been written by 21 Davis Polk partners and counsel working in a collaborative team that is the hallmark of our firm culture. The Manual is a comprehensive review of financial crisis laws as […]

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Sharp Increase in Shareholder Votes Opposing Director Nominees

Recent data compiled by PROXY Governance, Inc. show a significant increase in the percentage of director nominees who received high percentages of shareholder votes cast in opposition in director elections during the 2009 proxy season. Although the vast majority of director nominees continue to be elected with little opposition, for companies with director election results […]

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The Momentum For Reform Must Be Maintained

(Editor’s Note: The post below by Lord Adair Turner is a transcript of his remarks at London’s City Banquet, on September 22, 2009.) It’s a year and four days since Callum McCarthy spoke here on his second last day as Chairman of the FSA. I know he always received a warm welcome here and I am […]

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Stapled Finance

  In our recently accepted Journal of Finance paper, Stapled Finance, we investigate the relatively new, but now quite common occurrence of a loan commitment that is “stapled” onto an offering memorandum by the investment bank advising the seller in an M&A transaction. Stapled finance provides for credit at pre-specified terms to whoever wins the […]

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Proposed Rules regarding Ratings Agencies and Flash Orders

(Editor’s Note: This post includes the transcripts of Chairman Schapiro’s statements on nationally recognized statistical rating organizations and flash orders at the SEC’s recent Open Meeting.  The statements of each of the other Commissioners on the two subjects are available here.) Nationally Recognized Statistical Rating Organizations Today we are considering a series of proposal that […]

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Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony | Tagged , , , | 1 Comment

SEC Proposes Rule to Prohibit Pay-to-Play Practices

On August 3, 2009, the US Securities and Exchange Commission (the SEC) released a proposed rule under the Investment Advisers Act of 1940 (the Advisers Act) aimed at preventing “pay to play” practices by investment advisers that seek investment advisory business — including investment commitments in private equity funds — from state and local government […]

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