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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
The Financial Crisis and the Business Judgment Rule
My firm has issued a memorandum that discussed the recent judicial decisions arising from the mergers of JPMorgan and Bear Stearns in March and of Wells Fargo and Wachovia in October. The two decisions — In re Bear Stearns Litigation, No. 600780/08 and Ehrenhaus v. Baker et al., No. 08 CVS 22632 — offer the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Ehrenhaus v. Baker, Financial crisis, In re Bear Stearns
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Market-Based Corrective Actions
In my paper Market-Based Corrective Actions (co-written with Philip Bond and Edward Simpson Prescott), which I recently presented at the Law, Economics and Organizations seminar, my co-authors and I derive a model that examines the idea that financial-market prices provide useful and important information about firms’ fundamentals. Many economic agents take corrective actions based on […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Equilibrium, Firm valuation, Market reaction
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US Securities Regulation and Global Competition
A forthcoming issue of the Virginia Law & Business Review entitled “US Securities Regulation and Global Competition” will feature articles by Eric Pan and myself, Stavros Gadinis, and Andreas M. Fleckner on international aspects of United States securities regulation. The articles in this symposium issue have important implications for the ongoing debate over competition among […]
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Posted in Academic Research, HLS Research, Securities Regulation
Tagged Capital formation, Capital markets, FASB, IASB, Securities regulation, SOX
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United Shareholders of America
Editor’s Note: This post is by Carl Icahn. Eliot Spitzer offered up some insightful commentary (Nov. 16, Wash Post) on the public corporation’s fall from favor and rightly pointed to basic issues in corporate governance that need reform. He states, “…our corporate governance system has failed. …Boards of directors, compensation and audit committees, the trio […]
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Posted in Corporate Elections & Voting, Op-Eds & Opinions
Tagged Board independence, Boards of Directors, Say on pay, Shareholder power
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Marketplace Highlights Opportunities for Exchange Offers
The recent turmoil in the financial markets and slowing economic growth has led to companies taking a variety of steps to de-lever their balance sheets and/or tap new or cheaper funding sources. Evidence of this includes recent exchange offers and debt tender offers, including those launched by GMAC, CIT Group, Harrah’s Entertainment and Realogy. Residential […]
Click here to read the complete postEconomic Consequences of IFRS Reporting
In my paper Mandatory IFRS Reporting Around the World: Early Evidence on the Economic Consequences, co-written with Holger Daske, Luzi Hail and Rodrigo Verdi, which is forthcoming later this month in the Journal of Accounting Research, we use a treatment sample of over 3,100 firms that are mandated to adopt IFRS to analyze effects in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, IFRS, Liquidity, Reporting regulation
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2008 M&A Deal Points Study
The Committee on Mergers & Acquisitions of the American Bar Association’s Section of Business Law recently released the 2008 Strategic Buyer/Public Target M&A Deal Points Study. I am the Chair of the Committee’s M&A Market Trends Subcommittee, which oversaw the preparation of the Study, and Jim Griffin of Fulbright & Jaworski in Dallas is the […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Private firms, Public firms, Target firms
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Puzzled by the government’s response to the financial crisis?
David Zaring and I attempt to provide an explanation for the government’s seemingly haphazard actions in our latest paper Big Deal: the Government’s Response to the Financial Crisis. Professor Zaring and I posit that the government’s team, staffed and led by a team of investment bankers, has been taking a “deal-approach” to the bail-out. The […]
Click here to read the complete postCourt Rejects Challenge to JPMorgan Rescue of Bear Stearns
In a thorough, 44-page decision, Justice Herman Cahn of the New York State Supreme Court today granted a motion for summary judgment dismissing a shareholder challenge to the fairness of JPMorgan’s rescue of Bear Stearns. The decision is a strong endorsement of the protections that the business judgment rule affords to directors faced with the […]
Click here to read the complete postSelective “Say-on-Pay” the Best Remedy
We recently published an article on “say on pay” that questions the value of routine shareholder votes on executive compensation. We cite the limited impact of existing shareholder votes on equity-based compensation and note that in many situations, even the best disclosures do not allow shareholders to fully grasp the financial impact of compensation arrangements. […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board independence, Executive Compensation, Say on pay, Shareholder power
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