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

Does Private Equity Create Wealth?

Does private equity create value when it acquires a company in a leveraged buyout? If so, how? This question has fascinated scholars ever since the first big wave of buyouts occurred in the mid-1980’s, but has yet to be resolved. A second, even bigger wave of LBO transactions in 2003-2007, brought to a shuddering halt […]

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Corporate Ownership and Control: British Business Transformed

U.K. corporate governance is characterized by a separation of ownership and control, in the sense that a majority of British publicly traded companies lacks a shareholder owning a sufficiently sizeable voting block to dictate corporate policy. This pattern has not only influenced the tenor of corporate governance debate in Britain but serves to distinguish the […]

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Implementation of the Foreign Investment and National Security Act

My colleagues Margaret M. Ayres and Jeanine P. McGuinness have prepared a memorandum entitled “FINSA Final Regulations,” which discusses the final regulations recently issued by the U.S. Department of the Treasury to implement the Foreign Investment and National Security Act of 2007. That law amended the 1988 “Exon-Florio” statute and made significant changes to the […]

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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications | Tagged , | Comments Off on Implementation of the Foreign Investment and National Security Act

Experts on the Future of the SEC

Editor’s Note: This post comes to us from Craig Eastland of Thomson West Information Center. On October 23rd, Henry Waxman’s House Committee on Oversight and Government Reform began hearings on regulatory oversight of financial markets. Alan Greenspan, John Snow, and Christopher Cox testified. SEC Chairman Cox, the only currently-serving official to testify, is in a […]

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Do Stock Mergers Create Value for Acquirers?

In our forthcoming Journal of Finance article entitled Do Stock Mergers Create Value for Acquirers?, we investigate and find support for the hypothesis that overvalued firms create value for long-term shareholders by using their equity as currency, which is consistent with a market-timing theory of acquisitions. One of the primary empirical predictions of the market-timing […]

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EESA Limits on Executive Pay at Affected Institutions

On Oct. 3, the Emergency Economic Stabilization Act of 2008 (the EESA) became law.[1] The EESA authorizes the U.S. Treasury Department to acquire up to $700 billion in “troubled assets” from financial institutions.[2] It designates the overall program as the Troubled Assets Relief Program (TARP). The authority of the Treasury to acquire troubled assets continues […]

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The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing

In our paper forthcoming in The Accounting Review, “The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing,” my co-author Tatiana Sandino and I examine the economic consequences of more than 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and […]

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Underfunded Pension Liability: Lenders and Buyers Beware

My firm has recently issued a memorandum entitled “Underfunded Pension Liability: Lenders and Buyers Beware,” which considers the risks posed by underfunded defined benefit pension plans to sponsors and acquirers of and lenders to companies with such plans. These risks have been heightened by the current market downturn, low interests rates and the impact of […]

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Broken Deals: Who’s to Blame?

Who’s to blame when a signed deal falls through? This question is especially relevant with respect to LBO buyers these days. Deals negotiated when times were good and credit was easy look much less appealing if not disastrous now that the short term economic outlook is bleak and the credit environment has soured. In particular, […]

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A Pragmatic Approach to the Phased Consolidation of Financial Regulation in the United States

Editor’s Note: This post is by Howell Jackson of Harvard Law School. I recently issued a paper entitled A Pragmatic Approach to the Phased Consolidation of Financial Regulation in the United States, which recommends an approach to reforming the US system of financial regulation. The proposal comes against the backdrop of dramatic increases in market […]

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