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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
Managing In Today’s Troubled Environment: A Primer For Directors and Senior Managements
I have recently written a memo entitled “Managing In Today’s Troubled Environment: A Primer For Directors and Senior Managements,” which highlights for directors and senior management key matters they should consider as they address in the current troubled environment their role as overseers of the business and affairs of the public companies they serve. In […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Fiduciary duties, Management, Risk
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Earnings management, lawsuits, and stock-for-stock acquirers’ market performance
In a forthcoming Journal of Accounting and Economics paper entitled Earnings management, lawsuits, and stock-for-stock acquirers’ market performance, we analyze whether postmerger announcement lawsuits are associated with pre-merger abnormal accruals and the potential effects of lawsuits on acquirers’ market performance. We posit that, by subjecting stock-for-stock acquirers to lawsuits, pre-merger earnings management can have an […]
Click here to read the complete postFinancial Markets in Crisis: Overview of FDIC’s Authority With Respect to Bank Failures
My firm has issued a memo entitled “Financial Markets in Crisis: Overview of FDIC’s Authority With Respect to Bank Failures,” which focuses on the receivership and conservatorship authority of the Federal Deposit Insurance Corporation. It is an executive summary of a longer document available here. The memo provides a brief overview of key issues and […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Practitioner Publications, Securities Regulation
Tagged Capital markets, FDIC, Resolution authority
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Emergency Economic Stabilization Act of 2008: US Government Capital Injections
In the wake of intense pressure in the global credit markets and continued turmoil in the stock markets, the US Treasury Department, in coordination with other G-7 governments, recently expanded its plan to restore confidence in the US banking system. Wielding the extraordinary discretion recently granted to it by Congress, the US government announced a […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Bailouts, FDIC, Financial crisis, TARP, Treasury Department
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Executive Compensation and the Emergency Stabilization Act of 2008
The President recently signed into law the Emergency Economic Stabilization Act of 2008 (the “Act”), which aims to restore liquidity and stability to the financial system, to protect the value of Americans’ homes and savings and to promote economic growth. The Act includes a number of provisions relating to executive compensation, which have important implications […]
Click here to read the complete postDelaware Court Provides Further Guidance on Material Adverse Effect Clauses
The Delaware Chancery Court’s decision in Hexion Specialty Chemicals, Inc. v. Huntsman Corp. represents a strong statement by the Delaware courts that they will not tolerate efforts by buyers who have changed their minds about deals, or have been pressured by their lenders to change their minds, to avoid their contractual obligations on the basis […]
Click here to read the complete postThe Merger Agreement as a Contract
Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, two preeminent M&A practitioners discussed The Merger Agreement as a Contract. Richard Climan, head of the M&A group at Cooley Godward Kronish, and Eileen Nugent, co-head of the private equity group at Skadden and a member of the advisory board of the […]
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Posted in Practitioner Publications, Program News & Events
Tagged Program on Corporate Governance
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Delaware Court Orders Hexion to Pursue Financing of Huntsman Acquisition
My colleagues Phillip R. Mills and Justine Lee and I have prepared the following post on the Delaware Chancery Court’s recent decision in Hexion Specialty Chemicals, Inc., v. Huntsman Corp., C.A. No. 3841-VCL (Del. Ch. Sept. 29, 2008). The Delaware Chancery Court ruled that Hexion Specialty Chemicals, Inc. must specifically perform its covenants under its […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Delaware cases, Delaware law, Hexion v. Huntsman, Private equity
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Mandatory Disclosure and Operational Risk: Evidence from Hedge Fund Registration
In our forthcoming Journal of Finance article, Mandatory Disclosure and Operational Risk: Evidence from Hedge Fund Registration, we use the SEC rule adopted on December 2, 2004 that required hedge fund managers to register as investment advisers by February 1, 2006 as an opportunity to test the potential value and materiality of operational risk and […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Disclosure, Hedge funds, Registration statements, Risk, SEC
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The Ban and the TARP
Recently the SEC announced that its ban on short selling in financial company stocks would expire three (3) days after the enactment by Congress of the Troubled Asset Relief Program. It was an arbitrary decision to tie the expiration of the ban to the Congressional action and, even if it made sense when the SEC […]
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Posted in Financial Crisis, Practitioner Publications, Securities Regulation
Tagged Bailouts, SEC, Short sales, TARP
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