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

Rodgin Cohen on the Future of M&A

The students of Professor Robert Clark’s and Vice Chancellor Leo Strine’s Mergers, Acquisitions, and Split-Ups class were recently treated to a fascinating discussion on the future of mergers and acquisitions, with a particular focus on transactions involving financial institutions, by Rodgin Cohen, the current chairman of Sullivan & Cromwell LLP. Mr. Cohen is one of […]

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Level Playing Fields in International Financial Regulation

In our recently accepted Journal of Finance paper Level Playing Fields in International Financial Regulation, we analyze the costs and benefits of imposing level playing fields in international financial regulation. The cost of level playing fields is that they limit the social benefits of expert regulation in the better-regulated economies, thus shrinking their banking sectors. […]

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Justice Jack Jacobs at Harvard Law School

Justice Jack Jacobs of the Delaware Supreme Court recently visited Harvard Law School for the second time this semester as the 2008 Distinguished Visiting Jurist of the Program on Corporate Governance. A graduate of Harvard Law School (’67), Justice Jacobs practiced corporate and business litigation in Wilmington, Delaware before becoming Vice Chancellor of the Delaware […]

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Not Everything Can Be Too Big to Fail

There is a really bad idea circulating in the nation’s capital. Of course, that’s not surprising–but when it’s endorsed by the Treasury secretary, we’d better pay attention. Recently, Henry Paulson said in an interview with the Washington Post that he wants the Federal Reserve to be able to regulate and ultimately take over any failing […]

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

Cross-Border Deals

Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, which is co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., three expert practitioners shared their insights on the complex cross-border transactions that increasingly define the M&A landscape. The panelists included Raymond McGuire, the co-head of Global Investment Banking at […]

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Corporate Boards and Good Judgment: Does Rule 14a-8 Activism Help?

My intuition, as a former senior vice president and general counsel of a publicly held corporation and as a theorist, is that Rule 14a-8 shareholder proposals on matters like poison pills, staggered boards, and executive compensation, bear at best a tenuous relationship to what shareholders should most want: the exercise by corporate management of exquisite […]

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Accelerated Vesting of Stock Options in Anticipation of FAS 123-R

In our forthcoming Journal of Accounting Research paper entitled “Accelerated Vesting of Stock Options in Anticipation of FAS 123-R”, we investigate what motivates firms to alter their compensation contracts in response to an accounting standard, and whether the acceleration decision represents benign changes in employees’ compensation contracts by examining the stock market reactions surrounding both […]

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Regulatory Issues in Takeovers: section 13(d) & beyond

Last week here at Harvard Law School, Professor Robert Clark and Vice Chancellor Leo Strine treated the students of their Mergers, Acquisitions, and Spin-Offs class to another high-profile panel discussing current hot topics in M&A. On the agenda was section 13(d) of the 1934 Act and other, similar disclosure requirements for long and short positions, […]

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Risk Management and the Board of Directors

The risk oversight function of the board of directors has never been more critical and challenging than it is today. In the context of the current global financial crisis and the swooning global economy, companies now face risks that are more complex, interconnected and potentially devastating than ever before. Risk from the financial services sector […]

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Posted in Boards of Directors, Practitioner Publications | Tagged , , | 1 Comment

Investment professionals blame bank leaders and want global consultation on new financial system

Over the past few months financial markets have been through a traumatic experience. The traumatic experience equally applies to the participants. Not only are firmly held convictions overturned, models proved useless and careers destroyed, but the industry now faces a period of public scrutiny and social accountability that it has never before experienced. The main […]

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