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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Subprime-Related Securities Litigation: Early Trends
I. Introduction What began in late 2006 as a disruption in the market for subprime mortgage-backed securities, collateralized mortgage obligations (“CMOs”), and collateralized debt obligations (“CDOs”) has metastasized into a global financial crisis that has plunged much of the world into recession and brought down some of the world’s largest financial institutions. These adverse developments […]
Click here to read the complete postSeventh Circuit Rejects Merger Litigation
Long after Sam Zell’s decision to sell Equity Office Properties (EOP) at the market top in an all-cash deal was followed by a near-complete collapse of the market for REITs and commercial office space, shareholder plaintiffs continued to pursue litigation claiming that they were ill-served by the transaction. In a decision of the United States […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Break fees, Deal protection, Fiduciary duties, Merger litigation, REITs, U.S. federal courts
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Bankruptcy v. Bailouts
Almost the only thing CEO’s, politicians and most commentators have agreed on during the current financial crisis is that bankruptcy cannot possibly be used to resolve the financial distress of a troubled financial institution. Indeed, the Chapter 11 filing by Lehman Brothers has been singled out by many as the primary cause of the severe […]
Click here to read the complete postA Theory of Mergers
In our forthcoming Journal of Finance article Eat or Be Eaten: A Theory of Mergers and Firm Size we propose a theory of mergers that combines managerial merger motives with an industry-level regime shift that may lead to value-increasing merger opportunities. Two of the most important stylized facts about mergers are the following: First, the […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Managerial wealth, Merger waves, Takeovers
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Treasury’s Framework for Regulatory Reform
It has been obvious for some time that the outdated US system of financial regulation is badly in need of reform. There have, however, been limited opportunities to unblock the political obstacles to reform, despite valiant attempts by the Paulson Treasury to spur debate with its Blueprint for a Modernized Financial Regulatory Structure and also […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Financial crisis, Financial reform
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A Fix for Geithner’s Plan
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published in today’s print edition of the Washington Post. Professor Bebchuk’s September 2008 Harvard Discussion Paper and WSJ op-ed piece in which he put forward the idea of buying troubled assets through private managed and competing funds are available here and here. […]
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Posted in Bankruptcy & Financial Distress, Financial Crisis, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Financial crisis, Toxic assets, Treasury Department
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Holding business leaders accountable
The just deposed GM leadership team has been in control for nearly a decade. During this period, market share, profitability and stock price have declined precipitously, while debt has risen dramatically. One of the fundamental issues raised by the economic crisis, primarily in the financial sector but also in failing industries like automobile industry, is: […]
Click here to read the complete postCorporate Crime
Our chapter, “Corporate Crime,” (to appear in the handbook Criminal Law and Economics, edited by Nuno Garoupa, Edward Elgar, 2009) provides a new survey of the law and economics literature on corporate crime. We focus primarily on the relevant theoretical research but also touch on empirical research and policy issues. We set the stage by […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Securities Regulation
Tagged Compliance & ethics, Corporate crime, Securities fraud
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Sponsor-backed Going Private Transactions
The Private Equity Group at my firm has recently issued its third annual survey of sponsor-backed going private transactions. The survey analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United States, Europe and Asia-Pacific. We surveyed 39 sponsor-backed public-to-private transactions announced from January 1, 2008 […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Debt-equity ratio, Go-shop, Going private, Private equity, Tender offer
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UK Rules for Disclosure of Derivatives
Forthrightly addressing the continued proliferation of swaps, options and other equity derivatives, the UK’s Financial Services Authority (“FSA”) has now adopted final rules requiring the disclosure under the UK’s Disclosure and Transparency Rules of swaps, options and other derivative contracts, including those providing for cash settlement. See Policy Statement 09/3. The new rules require disclosure […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Derivative disclosure, FSA, Transparency, UK
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