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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
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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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Stapled finance
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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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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Financial advisers, Investment Advisers Act, Pay to play, SEC
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Storm Clouds Gather over Director Elections
This post is by my colleagues Domenick de Robertis and Reid Pearson. In response to the recent decision by the SEC to approve the elimination of broker discretionary voting authority on the election of directors at annual meetings after January 1, 2010, NYSE Rule 452 is front and center on the minds of many in […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Broker discretionary voting, Institutional Investors, NYSE Rule 452, Proxy plumbing, SEC, Shareholder elections
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Auditor Liability and Client Acceptance Decisions
The audit profession has long argued that excessively burdensome legal liability imposed on auditors hinders capital formation by increasing the likelihood that audit firms will reject potential clients, particularly high risk firms, leaving such firms with limited access to capital markets. However, in equilibrium, a change in the legal environment will also have an […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Audits, Equilibrium, Risk, Secondary liability
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A Fair Deal for Taxpayer Investments
During the financial markets crash of 2008, the Treasury Department and the Federal Reserve—of necessity—improvised dramatic and aggressive solutions to rescue the financial sector from imminent collapse. A welter of creative regulatory and monetary solutions provided massive amounts of government assistance to rescue private firms from probable failure. However, the benefits of government intervention […]
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Introduction In response to an outcry of criticism voiced by the public, Congress and regulators, on September 18, 2009, the Securities and Exchange Commission (the “SEC”) proposed to ban the use of “flash orders” on equities and options exchanges and large alternative trading systems (Exchange Act Release No. 34-60684 (September 18, 2009)). The term “flash […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Flash orders, NMS Rule 602, Regulation NMS, SEC
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Negotiating with Labor under Financial Distress
In my paper, Negotiating with Labor under Financial Distress, which I recently presented at the Law, Economics and Organizations Seminar here at Harvard Law School, my co-authors, Nittai Bergman and Ricardo Enriquez, and I analyze how firms strategically renegotiate labor contracts to extract concessions from labor. While anecdotal evidence suggests that firms tend to renegotiate […]
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Posted in Academic Research, Empirical Research, Financial Crisis
Tagged Contracts, Labor markets
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Financial Crisis Inquiry Commission to Begin Investigations
This update focuses on the launching of the Financial Crisis Inquiry Commission (“FCIC” or “Commission”), which was created by Congress as section 5 of the Fraud Enforcement and Recovery Act, which became law on May 20, 2009. The bipartisan Commission is charged with examining the domestic and global causes of the current U.S. financial and […]
Click here to read the complete postThe Effect of SOX Section 404
(Editor’s note: This post comes to us from Peter Iliev of Pennsylvania State University.) In my paper, The Effect of SOX Section 404: Costs, Earnings Quality and Stock Prices, which was recently accepted for publication in the Journal of Finance, I investigate the costs, the benefits, and the overall value impact of SOX Section 404. […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments
Tagged Financial reporting, SOX, SOX Section 404
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