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

Recent Developments Regarding Director Independence

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

Several noteworthy developments recently occurred regarding director independence. First, on August 8, 2008, the Securities and Exchange Commission (the SEC) approved amendments to the definition of “independent director” under the NASDAQ Stock Market Rules, which have gone into effect. Second, on August 12, 2008, the New York Stock Exchange (the NYSE) filed rule changes with […]

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Do Foreigners Invest Less in Poorly Governed Firms?

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

In our forthcoming Review of Financial Studies paper entitled Do Foreigners Invest Less in Poorly Governed Firms? we investigate the factors that make investors shy away from providing capital to foreign firms. Poor corporate governance is one factor that draws considerable attention from outside investors and regulators. Institutional investors frequently claim that they avoid foreign […]

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FINRA Proposes Changes to Research Quiet Period

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

FINRA has issued and is requesting comment on Proposed Research Registration and Conflict of Interest Rules. The proposed rules would replace the existing NYSE and NASD Rules governing research analyst conflicts of interest and would also supersede the proposed changes to those rules published by the SEC in January 2007. Significantly, the proposed rules would […]

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Research on the Adoption of IFRS

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

I have recently completed two working papers that address issues related to the adoption of International Financial Reporting Standards (IFRS). In the first paper, entitled Market Reaction to the Adoption of IFRS in Europe, my co-authors and I examine the European stock market reaction to sixteen events associated with the adoption of International Financial Reporting […]

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Hiring Cheerleaders: Board Appointments Of “Independent” Directors

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

In our recent working paper entitled Hiring Cheerleaders: Board Appointments Of “Independent” Directors, we test the hypothesis that boards appoint independent directors who, while technically independent according to regulatory definitions, nonetheless may be overly sympathetic to management. Rather than adopting the typical approach in the literature, which seeks to relate measures of board independence (e.g., […]

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M&A Perspectives – The Failure of Private Equity

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

We call your attention to a special M&A event, “M&A Perspectives – The Failure of Private Equity,” which will be accessible at no cost by web seminar on October 30, 2008 in Wilmington, DE, from 3:00 p.m. – 4:30 p.m. Eastern Time. With the Lyondell Chemical case on appeal, and with the Huntsman/Hexion merger still […]

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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity, Program News & Events | Tagged , | 1 Comment

Third Circuit Upholds Validity of SEC: Amendments Clarifying Exemptions from Section 16 Liability

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 26, 2008

The Third Circuit recently upheld the validity of two clarifying amendments adopted by the SEC in 2005. The amendments clarified two important exemptions from shortswing-profit liability under Section 16(b) of the Securities Exchange Act: (1) Rule 16b-3, which exempts certain transactions between an issuer and its officers or directors; and (2) Rule 16b-7, which exempts […]

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The Trust Has Left the Building: $23,000 on Spa Treatments

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, October 25, 2008

It looks like the folks at AIG have taken “tone at the top” to heart. Unfortunately, their tone isn’t of the type that is good news for taxpayers, who now own 80% of AIG. As this Washington Post article describes, two former AIG CEOs were grilled during a House Committee on Oversight and Government Reform […]

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Corporate Governance, Enforcement, and Firm Value: Evidence from India

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 24, 2008

Recently in the Law and Economics Seminar here at Harvard Law School, we presented our paper entitled Corporate Governance, Enforcement, and Firm Value: Evidence from India. This paper analyzes the connections between corporate governance, stock market development and firm value using a sequence of reforms to India’s corporate governance regime as a source of exogenous […]

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Developments in Takeover Defenses

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 23, 2008

As discussed in our recent Webcast on Developments in Takeover Defenses, Latham & Watkins LLP has prepared a new model of advance notice bylaw provisions that have been updated and modernized, not only to address the issues raised in the recent decisions in JANA Master Fund, Ltd. v. CNET Networks, Inc. and Levitt Corp. v. […]

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