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

Country- and Firm-Level Determinants of Law Compliance

In our paper, Is the World Flat? Country- and Firm-Level Determinants of Law Compliance, which was recently accepted for publication in The Journal of Law, Economics, and Organization, we revisit the effects of a country’s institutional framework on individual firms’ behavior, in particular focusing on their propensity to comply with legal rules. We focus on […]

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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, International Corporate Governance & Regulation | Tagged , | Comments Off on Country- and Firm-Level Determinants of Law Compliance

Delaware’s Art of Judging

Richard Posner should have been a U.S. Supreme Court justice. I flash on him as I watch Vice Chancellor Leo Strine of the Delaware Court of Chancery stride back and forth before a rapt audience of hundreds of Harvard Law Students in October 2007. Strine’s brilliance is staggering, his energy enormous; a boiling rage for […]

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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications | Tagged , , | 2 Comments

World Markets for Mergers and Acquisitions

In our recently completed working paper, World Markets for Mergers and Acquisitions, we investigate the extent to which valuation differences and other international factors motivate cross-border mergers and acquisitions. Valuation differences between acquirers and targets can be broken into three components: Differences in country-level stock market movements, differences in firm-specific stock price movements relative to […]

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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions | Tagged , | 2 Comments

FDIC Proposal May Inhibit Private Equity Investments in Failed Banks

The FDIC recently issued a proposed policy statement laying down stringent new ground rules for private equity investments in failed banks. Currently, private equity firms face significant regulatory challenges in structuring investments in banks and thrifts. The Federal Reserve (in the case of bank acquisitions) and the OTS (in the case of thrift acquisitions) remain […]

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Posted in Financial Crisis, Financial Regulation, Practitioner Publications, Private Equity, Securities Regulation | Tagged , , , | Comments Off on FDIC Proposal May Inhibit Private Equity Investments in Failed Banks

Identifying and Deflating Asset Bubbles

Editor’s Note: This post is by Hugh C. Beck, a member of the Securities and Exchange Commission staff. Despite its ostensible focus on stability, the Obama administration’s financial reform proposal offers no plan to prevent asset bubbles like the one in subprime loan securities that triggered the current crisis. Although expected, this outcome is disappointing […]

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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Regulators Materials | Tagged , , , , | 1 Comment

Implications of the elimination of broker discretionary voting

The SEC recently voted (3-2) to eliminate broker discretionary voting in director elections for meetings held on or after January 1, 2010. Previously, brokers were permitted to vote uninstructed shares in uncontested director elections, which were classified as “routine” under NYSE Rule 452. The rule change, which was adopted as proposed, could make it more […]

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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , | Comments Off on Implications of the elimination of broker discretionary voting

The Fall of the Toxic-Assets Plan

Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published today on Wall Street Journal online. The plan for buying troubled assets — which was earlier announced as the central element of the administration’s financial stability plan — has been recently curtailed drastically. The Treasury and the FDIC have attributed this […]

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Management Persuasion Tactics

In our paper, Concede or Deny: Do Management Persuasion Tactics Affect Auditor Evaluation of Internal Control Deviations?, which was recently accepted for publication in the Accounting Review, we study when and how management persuasion tactics reduce auditors’ judgments about observed internal control deviations. By requiring auditors to opine on the effectiveness of a client’s internal […]

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Posted in Academic Research, Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments | Tagged , , , | 2 Comments

BankUnited Bid Reveals Complexity of FDIC Decision Process

Editor’s Note: This post is Eduardo Gallardo’s colleagues Kimble Cannon, Dhiya El-Saden and Chris Bellini. The post discusses the recently disclosed bids in the Federal Deposit Insurance Corporation’s May 2009 auction of BankUnited Financial Corp. The bids show that the “highest” bidder did not necessarily win the auction, and that the FDIC’s decision making process […]

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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications | Tagged , , , | 1 Comment

Delaware Law Changes to Facilitate Voluntary Adoption of Proxy Access

On April 10, 2009, Delaware’s governor signed into law legislation that has the potential to impact significantly the election of directors. These changes are effective August 1, 2009, but generally would not affect companies until the 2010 proxy season. This Commentary describes the legislative changes and their practical impact, as well certain questions raised by […]

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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , , | Comments Off on Delaware Law Changes to Facilitate Voluntary Adoption of Proxy Access