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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
The (Re)regulation of Financial Derivatives
Editor’s Note: This post is by Lynn A. Stout of the UCLA School of Law. The US Congress is currently grappling with the issue of whether and how to regulate the market for financial derivatives. In my testimony before the Senate Committee on Agriculture yesterday (for historical reasons, the Agriculture Committee has jurisdiction over derivatives […]
Click here to read the complete postWill the Bad Economy Lead to Bad Governance?
A tidal wave of anger over the economic climate – what Delaware Chief Justice Myron Steele has called a “populist frenzy” – has created a fertile political environment for recent efforts by three of five SEC Commissioners and Senator Schumer to federalize corporate law under the cloak of shareholder empowerment. Unfortunately for long-term shareholders, and […]
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Posted in Corporate Elections & Voting, Financial Crisis, Practitioner Publications
Tagged Delaware law, Proxy access, SEC
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Will proxy access enhance director accountability?
The issue of allowing shareholders of public companies to include their nominees for director in the company’s proxy materials (“Proxy Access”) has been the subject of heated debate for years. In 2003, when there were no state law provisions addressing the issue, and in 2007 (when only the North Dakota statute addressed Proxy Access), the […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Delaware law, Delaware legislation, Proxy access, Rule 14a-11
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PIPEs: Raising Equity Capital in Uncertain Times
In the midst of what we have come to know as the “global economic crisis,” credit markets continue to be frozen and, in understatement, equity markets continue to be volatile. Failing a substantial near-term recovery, any meaningful window for underwritten public offerings will remain closed. The question that many public companies are asking is what, […]
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Posted in Financial Crisis, Practitioner Publications, Private Equity, Securities Regulation
Tagged Cash reserves, Credit supply, PIPE
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Implications of the sale of Chrysler
In an important ruling issued on Sunday, May 31, 2009, Bankruptcy Judge Arthur J. Gonzalez in the Southern District of New York approved the sale of Chrysler in exchange for two billion dollars in cash and the assumption of certain liabilities.[1] [2] In connection with approval of this sale transaction, Judge Gonzalez opined on sub […]
Click here to read the complete postCorporate Transparency and Resource Allocation
In our paper Does Corporate Transparency Contribute to Efficient Resource Allocation? which was recently accepted for publication in the Journal of Accounting Research, we examine whether the country-level information environment positively affects the timely reallocation of resources in response to growth shocks (or changes in growth opportunities) by improving the transfer of resources from industries […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Information environment, Shocks, Transparency
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SPE Assets Invaded to Benefit Affiliated Entities
In an important ruling recently issued, Bankruptcy Judge Allan L. Gropper in the Southern District of New York approved a $400 million debtor-in-possession facility for General Growth Properties, Inc., which filed the largest real-estate Chapter 11 case in U.S. history. In connection with approving the financing, Judge Gropper permitted affiliated debtors to use excess cash […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications
Tagged Bankruptcy, Debtor-creditor law, Special purpose vehicles
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Don’t Let Companies Change Shareholders’ Blank Votes
Please take a few minutes to read and submit comments on a rulemaking petition that a group of ten filed with the SEC on Friday, May 15th, to amend Rule 14a-4(b)(1). The petition seeks to correct a problem brought to our attention by John Chevedden, long-time shareowner activist. See petition File 4-583 here. Send comments […]
Click here to read the complete postHow Does Law Affect Finance?
In our paper How Does Law Affect Finance? An Examination of Equity Tunneling in Bulgaria, which was recently accepted for publication in the Journal of Financial Economics, we provide a simple model which unbundles different forms of “tunneling”, the extraction of firm value by a firm’s controlling shareholders or managers, and derive how each affects […]
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Posted in Academic Research, Empirical Research, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Controlling shareholders, Dilution, Firm valuation, Freezeouts, Tunneling
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Proposed Amendments to Conflicts of Interest Rules in Public Offerings
The SEC has issued Release No. 34-59880 soliciting comments on proposed amendments to NASD Rule 2720 that streamline the application of the Rule’s requirements to public offerings of securities in which a participating broker-dealer has a “conflict of interest.” Some of the more significant proposed amendments would: a. exempt from the filing requirements and the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Equity offerings, NASD, QIU
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