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

Corporate Voting vs. Market Price Setting

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 18, 2008

Corporations have two primary means of aggregating dispersed information and making decisions—voting and price setting. When shareholders vote on a merger or in a contested director election (two examples of “proxy fights”), they aggregate diffuse opinions through voting; the corporation pursues the outcome favored by the holders of a majority of shares. Corporations also receive […]

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Short Selling Activity in Financial Stocks and the SEC July 15th Emergency Order

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

I have recently completed a report Short Selling Activity in Financial Stocks and the SEC July 15th Emergency Order that analyzes the effect of the EO that was issued to “enhance investor protection against naked short selling in the securities of Fannie Mae, Freddie Mac, and primary dealers at commercial and investment banks”. The EO […]

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Leveraged Buyouts and Private Equity

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

Per Stromberg and I have just completed Leveraged Buyouts and Private Equity. In the paper, we describe and present empirical evidence on the leveraged buyout and private equity industry, both firms and transactions. We start the paper by describing how the private equity industry works. We describe private equity organizations such as Blackstone, Carlyle, and […]

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Reassessing the “Consequences” of Consequential Damage Waivers in Acquisition Agreements

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

In our article, Reassessing the “Consequences” of Consequential Damage Waivers in Acquisition Agreements, which was recently published in The Business Lawyer, we provide clarity on the issue of Consequential Damages. Even though consequential damage waivers are a frequent part of merger and acquisition agreements involving private company targets, we believe that few deal professionals understand […]

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CSX/ TCI Decision Webcast

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

I am posting the audio recording of the recent webcast in which a number of my colleagues analyzed the consequences of the court’s decision in the CSX case which held that two hedge fund investors had violated the provisions of Section 13(d) of the Securities Exchange Act of 1934, and Rule 13d-3(b) thereunder, by using […]

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An Investigation of Earnings Management through Marketing Actions

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

My recently updated working paper An Investigation of Earnings Management through Marketing Actions, co-written with Thomas J. Steenburgh provides a novel view on earnings management. Earnings management behavior may be divided into two categories: 1) the opportunistic exercise of accounting discretion; and 2) the opportunistic structuring of real transactions. This paper focuses on the latter […]

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Institutional Investors and Proxy Voting

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

In our paper, Institutional Investors and Proxy Voting: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation, Martijn Cremers and I examine the impact of the mutual fund voting disclosure rule on corporate governance by examining its effect on proxy voting outcomes. We presented our paper at the National Bureau of Economic Research Conference […]

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The Role and Value of the Lead Director — A Report from the Lead Director Network

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

Following the corporate scandals in the early part of this decade, there were calls to fundamentally change the way U.S. public company boards were structured — with some advocating for the “European model” of boards being led by independent chairmen rather than by a combined chairman-CEO. Many U.S. board members and business groups questioned whether […]

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Delaware Enforces a Fiduciary Opt Out in a Publicly Held Firm

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 5, 2008

Last month I discussed the emerging importance of what I call “uncorporate” governance – that is governance characteristic of partnership-type firms – for large, publicly held firms. As elaborated in my Uncorporating the Large Firm, a critical aspect of these firms is that they substitute distributions, liquidation rights and high-powered managerial incentives for traditional corporate […]

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Unintended Consequences of Granting Small Firms Exemptions from Securities Regulation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 4, 2008

In our paper Unintended Consequences of Granting Small Firms Exemptions from Securities Regulation: Evidence from the Sarbanes-Oxley Act, we investigate whether the enactment of SOX created incentives for certain firms to stay small – in particular to keep their public float below $75 million, the threshold in the SEC’s definition of “non-accelerated” filers. Since 2003, […]

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