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

The Administration’s Executive Pay Guidelines

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, February 6, 2009

Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk in today’s Wall Street Journal. Critics of the administration’s proposed guidelines on executive compensation say they are a dangerous intrusion into corporate boards’ authority and would make it difficult for financial firms to fill executive positions. These criticisms are unwarranted. If anything, […]

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Posted in Executive Compensation, Legislative & Regulatory Developments, Op-Eds & Opinions | Tagged , , | 3 Comments

SEC vs. Mark Cuban

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, February 5, 2009

I have recently filed an amicus brief on behalf of myself and Professor Bainbridge of the UCLA Law School, Professor Jonathan Macey of Yale Law School, Professor Alan Bromberg of SMU Law School and Professor Henderson of the University of Chicago Law School in the litigation filed against Mark Cuban by the SEC in the […]

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Posted in Court Cases, HLS Research, Practitioner Publications, Securities Litigation & Enforcement | Tagged , | 3 Comments

SEC Publishes Final Rules for Credit Rating Agencies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, February 5, 2009

On February 2, 2009 the Securities and Exchange Commission published the text of its new rules for credit rating agencies registered as nationally recognized statistical rating organizations (NRSROs). These rules were adopted at the SEC’s December 3, 2008 open meeting. The new rules are generally scheduled to go into effect on April 10, 2009. The […]

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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , | 1 Comment

The Financial Crisis and the Future of Financial Regulation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, February 4, 2009

It is stating the obvious to say that over the last 18 months, and even more so the last four, the world financial system – and particularly but not exclusively the world banking system – has suffered a crisis as bad as any since the stock market crashes of 1929 and the various banking crises […]

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Posted in Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications | Tagged , | 1 Comment

SOX and Going-Private Decisions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 3, 2009

In my paper Going-Private Decisions and the Sarbanes-Oxley Act of 2002: A Cross-Country Analysis, which was co-written with Pinar Karaca-Mandic and Eric Talley and is forthcoming in the Journal of Law, Economics, & Organization, we investigate whether the passage and the implementation of the Sarbanes-Oxley Act of 2002 (SOX) drove firms out of the public […]

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Posted in Academic Research, Empirical Research, Legislative & Regulatory Developments, Mergers & Acquisitions | Tagged , | Comments Off on SOX and Going-Private Decisions

The Return of the Shareholder

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 2, 2009

Less than two decades after Francis Fukuyama famously enshrined market-based liberal democracy as an optimal system at “the end of history,” [1] Barack Obama used his inaugural address to warn the nation that, “without a watchful eye, the market can spin out of control.” The change in tenor from capitalist triumphalism to our current trepidation […]

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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation | Tagged , , | 2 Comments

Hedge Fund Activism Extends to SPACs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, February 1, 2009

A Special Purpose Acquisition Company (SPAC) is a publicly traded shell (or blank check) company formed for the specific purpose of buying an existing company, usually in a particular industry. At the IPO, investors purchase units of the SPAC, consisting of a combination of shares and warrants, at a relatively low price. The SPAC then […]

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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , | 2 Comments

Best Practices for Hedge Fund Managers and Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 31, 2009

Two private sector committees, the Asset Managers’ Committee and the Investors’ Committee, established by the President’s Working Group on Financial Markets, recently released their final reports on best practice guidelines for hedge fund managers and investors. Drafts of each report were originally released on April 15, 2008, and were open to public comment for 60 […]

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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Private Equity, Securities Regulation | Tagged , , , , | 2 Comments

Board Committees, CEO Compensation, and Earnings Management

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 30, 2009

In our paper Board Committees, CEO Compensation, and Earnings Management which was recently accepted for publication in the Accounting Review, we develop a model to analyze the effect of committee formation on how corporate boards perform two main functions: setting CEO pay and overseeing the financial reporting process. Even though stock-based compensation schemes are designed […]

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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation, Securities Regulation | Tagged , , , | 1 Comment

Trading in Distressed Debt

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 29, 2009

2009 undoubtedly will be a year of severe economic challenges. Analysts believe that the deepest recession since World War II will continue and worsen in the United States. Unemployment may well exceed 10%. With major financial institutions de-levering their balance sheets, credit was constricted for much of 2008 and likely will remain so for an […]

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Posted in Bankruptcy & Financial Distress, Derivatives, Practitioner Publications, Private Equity | Tagged , , , | Comments Off on Trading in Distressed Debt
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