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

Large Shareholders and Corporate Policies

In our paper, Large Shareholders and Corporate Policies, which was recently accepted for publication in the Review of Financial Studies, we investigate whether large shareholders play an important role for corporate policy choices and firm performance. We argue that one explanation for the lack of large-sample evidence of blockholder effects is that large shareholders differ […]

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A Theory of Firm Scope

I recently presented a new working paper co-written with Bengt Holmstrom at the Law, Economics and Organizations workshop entitled A Theory of Firm Scope. In the standard property rights model, parties write contracts that are ex ante incomplete but that can be completed ex post; the ability to exercise residual control rights improves the ex […]

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RiskMetrics Group 2009 Benchmark Voting Policy Updates

RiskMetrics Group recently released updates to its 2009 proxy voting policies, after an extensive process that included outreach to and input from hundreds of institutional investors and corporate issuers. RiskMetrics’ policies will be applied to all companies with shareholder meeting dates on or after February 1, 2009. This year’s policy revisions reflect the unprecedented market […]

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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , , | Comments Off on RiskMetrics Group 2009 Benchmark Voting Policy Updates

Litigation Issues Arising from the Credit Crisis

My co-authors (Jennifer Bethel and Gang Hu) and I have updated our paper, including the inclusion of current data, entitled “Legal and Economic Issues in Litigation Arising from the 2007-2008 Credit Crisis” which can be downloaded here. The paper is forthcoming in a Brookings volume on the credit market crisis. The paper surveys the current […]

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

Negotiated Cash Acquisitions of Public Companies in Uncertain Times

Until the current crises in the financial markets, negotiated acquisitions of public companies had been documented by a form of merger agreement which had evolved into an almost standard “seller friendly” template. This standard model agreement reflected the same factors which contributed to the vibrant M&A activity of recent years: readily available financing, rising stock […]

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Key Issues for Directors

At the end of each year, we list what we think will be the key issues for directors in the new year. Some issues continue to be relevant from year to year; others are new or come to the forefront due to current events. This year the economic crisis affects all the issues. The following […]

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Unlocking Credit Markets

An important aspect of the economic crisis has been the drying up of credit that US banks normally extend to Main Street companies. Borrowing by businesses remains costly and difficult, with spreads between yields on corporate bonds and treasuries at extremely high levels. Why does credit fail to flow despite the infusion of so much […]

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Leadership in Challenging Times

In New York City on December 2, executives, board directors, institutional investors, regulators and others gathered for the Directorship Boardroom and Economic Leadership Forum “The Way Forward: Leadership in Challenging Times.” The annual event recognizes the Directorship 100, a list of the most influential people on corporate governance and in the boardroom, and included day-long […]

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Survey of Literature on Boards of Directors

Renée B. Adams, Benjamin Hermalin and I have recently completed a survey of the literature on boards of directors, with an emphasis on research done in the last five years. This survey updates and expands significantly the survey I completed with Benjamin Hermalin in 2003. In the 2008 survey, we focus on how the literature, […]

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Daniel Kaufmann Farewell Lecture

Daniel Kaufmann recently gave his farewell address as the outgoing Director of Global Programs at the World Bank Institute. Kaufmann is widely recognized as a leading expert, researcher, and policy adviser on governance and development. Among other activities, Kaufmann was a key figure in the Worldwide Governance Indicators research project, which designed improved measures of […]

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