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

Some Thoughts for Boards of Directors in 2009

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

Over the past year and a half, a perfect storm of economic conditions has triggered an extraordinary downward spiral: the subprime meltdown, liquidity crises, extreme market volatility, controversial government bailouts, consolidations of major banking institutions and widespread economic turmoil both domestically and abroad. Many corporations now find themselves in uncharted territory, with a new paradigm […]

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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation | Tagged , , | 1 Comment

Blockholder Trading, Market Efficiency, and Managerial Myopia

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

In my paper Blockholder Trading, Market Efficiency, and Managerial Myopia which was recently accepted for publication in the Journal of Finance, I analyze how outside blockholders can induce managers to undertake efficient real investment through their informed trading of the firm’s shares. The model developed in this paper addresses two broad issues. First, it shows […]

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Court Focuses on Representations in Agreements Filed with SEC

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

Summary The United States Court of Appeals for the Ninth Circuit recently rejected an issuer’s contention that a securities fraud complaint should be dismissed because the alleged misstatements were contained in an acquisition agreement attached as an exhibit to an Exchange Act report, instead of in the report itself. The court’s decision highlights the continuing […]

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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation | Tagged , , , | Comments Off on Court Focuses on Representations in Agreements Filed with SEC

E-Proxy Rules Take Effect for All Public Companies

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

I. E-Proxy Update In 2007, the Securities and Exchange Commission (the “SEC”) adopted rules providing for proxy materials (including the proxy statement, a proxy card, the “glossy” annual report and any other soliciting materials) to be made available to shareholders via a publicly accessible Internet website other than the SEC’s EDGAR website (the “E-Proxy Rules“).[1] […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation | Tagged , , , | 3 Comments

Does Delaware Compete?

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

I recently presented Does Delaware Compete? at the Law and Economics seminar here at Harvard Law School. The paper focuses on a long-standing academic inquiry into the nature of state-to-state competition for chartering revenues and the making of corporate law. While the existence of state competition has long been posited — with the controversy being […]

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Reforming the Taxation and Regulation of Mutual Funds

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 31, 2008

I recently presented my paper Reforming the Taxation and Regulation of Mutual Funds: A Comparative Legal and Economic Analysis at the Law and Economics Seminar at Harvard Law School. The paper provides a comparison of US tax and securities law governing mutual funds with laws governing other collective investments, in both the US and in […]

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How to Fix One Root Cause of Our Economic Crises

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 30, 2008

The slow demise of the U.S. car industry over decades and the spectacular collapse of the U.S. financial system have a lot in common. Both implosions are the result of poor management: shortsighted incompetence in the car industry and reckless risk-taking in the financial sector. Where was the oversight? And what could be a better […]

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Posted in Academic Research, Financial Crisis, Op-Eds & Opinions | Tagged , , , , | 1 Comment

Agency Problems at Dual-Class Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 29, 2008

In our paper Agency Problems at Dual-Class Companies, which was recently accepted for publication in the Journal of Finance, we use a sample of U.S. dual-class companies over the period 1994-2002 to examine how the divergence between insider voting rights and cash-flow rights affects managerial extraction of private benefits of control. Using both a ratio […]

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Hedge Funds Settle “Short Swing” Profits Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, December 28, 2008

Editor’s Note: As part of the continuing confrontation between CSX Corporation and hedge funds holding CSX shares and equity swaps on CSX shares – and which earlier this year mounted a successful proxy fight, replacing four members of the CSX board of directors – the hedge funds have agreed to settle an action to recover […]

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2009 US Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, December 27, 2008

The 2009 US proxy season has its unofficial kickoff in the form of RiskMetric Group’s US Corporate Governance Policy Update, where the focus is again largely on executive compensation practices. The Policy Update includes voting recommendations on key issues such as “poor pay practices” and several major governance proposals, including separation of CEO and Chair […]

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