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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
AFL-CIO Proxy Voting: A Response by Agrawal
I am writing to respond to the recent post by Daniel Pedrotty, director of the AFL-CIO Office of Investment, critiquing my study on AFL-CIO proxy voting. First, in contrast to Pedrotty’s claim that I was never in contact with the AFL-CIO Office of Investment, I contacted Michele Evans, office administrator of the AFL-CIO Office of […]
Click here to read the complete postRingling Bros.-Barnum & Bailey Combined Shows v. Ringling
The Program on Corporate Governance has recently issued as a discussion paper my piece, entitled Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling: Bad Appointments and Empty-Core Cycling at the Circus. On the surface, the Ringling case appears to be an irrational spat over board seats by the heirs of a very successful enterprise. However, […]
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Posted in Academic Research, Boards of Directors, HLS Research
Tagged Duty of loyalty, Ringling
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TravelCenters of America LLC v. Brog
Chancellor Chandler in litigation captioned TravelCenters of America LLC v. Brog, et al., C.A. No. 3516-CC decided, among other issues, two significant legal questions worthy of broader publication. Since both rulings are contained in memorandum opinions, they will not be reported officially. The first ruling was contained in a pre-trial memorandum opinion and dealt with […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Regulation
Tagged Delaware cases, Delaware law, Partnerships, Shareholder activism, Shareholder meetings, TravelCenters v. Brog
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Corporate Governance Update: Advice for Directors in Complicated Times: The Fundamentals Still Apply
My colleague Laura A. McIntosh and I have written an article entitled Corporate Governance Update: Advice for Directors in Complicated Times: The Fundamentals Still Apply. The article considers directors’ oversight responsibility in a volatile business environment, including directors’ obligations as a company approaches the zone of insolvency and the extent to which directors are entitled […]
Click here to read the complete postThe Changing Dynamics of Global Capital Markets
In light of all of the recent market turmoil, the importance of transparency and risk management has certainly been elevated. These issues along with some of the shifts in global capital markets activity are at the center of a speech delivered by my CEO at Ernst & Young, Jim Turley, to a Washington D.C. audience […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Capital markets, Globalization, Risk management, Transparency
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The Geography of Block Acquisitions
Our forthcoming article in the Journal of Finance entitled The Geography of Block Acquisitions, extends the literature on geographic proximity by studying how corporate governance activities of block acquirers in targets and target announcement returns are affected when the acquirers are located near the targets. Using a sample of 799 partial acquisitions in the U.S. […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Merger announcements, Peer groups, Target firms
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Dangerous Dithering
It is often said of Congress that it can’t act on anything important except in a crisis. What is seldom noticed is the corollary that Congress puts off acting until ordinary problems develop into crises. For years, Congress has had before it two serious problems—the gradual loss of U.S. preeminence in financial transactions and the […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Fannie Mae, Financial crisis, Freddie Mac, US House, US Senate
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Litigation Kennel?
Vice Chancellor Lamb’s recent memorandum opinion in the Delaware Court of Chancery, In Re SS&C Technologies, Inc. Shareholders Litigation, adds an interesting twist to the “readily available plaintiff” question. The SS&C opinion and order imposes sanctions on the plaintiffs and their counsel for filing, in bad faith, a motion to withdraw. The defendants contended, and […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Corporate liability, Delaware cases, Delaware law, General counsel, In re SS&C Technologies, Partnerships, Securities litigation
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JANA Master Fund, Ltd. v. CNET Networks, Inc.
In a decision issued on March 13, 2008, the Delaware Chancery Court in JANA Master Fund, Ltd. v. CNET Networks, Inc. held that CNET’s advance notice bylaw applied only to shareholder proposals that are sought to be included in the company’s proxy materials pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware cases, Delaware law, JANA Fund v. CNET, Proxy access, Proxy materials, Rule 14a-8
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Diller vs. Malone
The Delaware Chancery Court has issued its decision in the closely watched trial between Barry Diller and John Malone and their respective companies, IAC and Liberty Media. Liberty owns all the high-voting stock and a majority of the votes in IAC but it has granted Diller, IAC’s CEO, an irrevocable proxy to vote these shares. […]
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Posted in Court Cases, Mergers & Acquisitions
Tagged Contracts, Delaware cases, Delaware law, Diller v. Malone, Spinoffs
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