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

The Merger Agreement as a Contract

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 15, 2008

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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Delaware Court Orders Hexion to Pursue Financing of Huntsman Acquisition

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 14, 2008

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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Mandatory Disclosure and Operational Risk: Evidence from Hedge Fund Registration

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 13, 2008

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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The Ban and the TARP

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 12, 2008

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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SEC Announces Extension of Emergency Short Selling Orders and Related Action

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, October 11, 2008

The SEC recently issued a statement announcing that it was extending certain temporary emergency orders and describing other actions relating to short selling rules. The following temporary orders are being extended: • The order prohibiting short selling in public financial companies specified by the securities exchanges on which the shares of those companies are listed. […]

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CSC Publishing Releases Fall Update of Delaware Laws Governing Business Entities

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 10, 2008

Corporation Service Company’s publishing division has released the Fall 2008 Edition of Delaware Laws Governing Business Entities, a two-volume set containing annotated Delaware business statutes and other useful research features. The books, which are published in collaboration with legal publisher LexisNexis, are updated every six months to ensure that readers have access to current statutory […]

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A lesson from 1929 for the hedge funds

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 9, 2008

Editor’s Note: This post by our Guest Contributors John Armour of the University of Oxford and Brian Cheffins of the University of Cambridge was published today on ft.com. The current credit crisis has many reaching for their history books, seeking to find out what lessons might be drawn from previous financial disasters. There is a […]

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Landed Interests and Financial Underdevelopment in the United States

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 8, 2008

Recently, in the Law, Economics, and Organization Seminar here at the Law School, I presented my paper, co-authored with Rodney Ramcharan, entitled Landed Interests and Financial Underdevelopment in the United States. In our paper, we explore how the structure of banking across counties in the United States was shaped in the early part of the […]

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Corporate Governance, Promises Made, Promises Broken

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 7, 2008

My forthcoming book, Corporate Governance, Promises Made, Promises Broken, presents my views about what corporate governance is all about and what sorts of corporate governance institutions and mechanisms work best. Corporate governance consists of a farrago of legal and economic devices that induce the people in charge of companies with publicly owned and traded stock […]

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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments | Tagged , , , , | 4 Comments

Earnings Restatements, Changes in CEO Compensation, and Firm Performance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 6, 2008

In our forthcoming Accounting Review paper entitled Earnings Restatements, Changes in CEO Compensation, and Firm Performance, we provide insights into the design and efficacy of chief executive officer (CEO) compensation contracts following an earnings restatement. Using a sample of 289 restatements and the year prior to restatement announcement as the benchmark year, we find that […]

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