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

ACFE Designations Under Sarbanes-Oxley: Directors Beware!

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 14, 2007

We deal here with one of the more challenging provisions of the Sarbanes-Oxley Act of 2002, referred to by some as “SarbOx.” Specifically, section 407 of that Act requires public companies to disclose in their annual reports to the Securities and Exchange Commission, pursuant to an implementing SEC regulation, whether their audit committees include a […]

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Posted in Accounting & Disclosure, Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , , | 1 Comment

Chairman Cox’s Statement on Proxy Access

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 13, 2007

While I have a lot of admiration for SEC Commissioner Annette Nazareth, and certainly respect her views on proxy access, I thought it rather unfair of other Harvard Law blogsters to give so much attention to her statement about the SEC’s supposed “no access” decision at its November 28 meeting–while paying little or no attention […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation | Tagged , | 2 Comments

Chancery Rules on Privilege and Corporate Investigations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 12, 2007

The Court of Chancery’s recent decision in Ryan v. Gifford puts corporate boards and their attorneys on notice that the attorney-client privilege may not protect corporate investigations from discovery in shareholder suits. A special committee of the board of directors of Maxim Integrated Products, Inc., engaged Orrick Herrington & Sutcliffe LLP to conduct an investigation […]

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Hedge Fund Investor Activism and Takeovers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 11, 2007

Recently, in the Law, Economics, and Organization Seminar here at the Law School, Robin Greenwood presented his paper, co-authored with Michael Schor, entitled Hedge Fund Investor Activism and Takeovers. Using data derived from 13D filings following stock purchases by shareholder activists, the study examines the effect of activist investors on performance. The abstract of the […]

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Some Thoughts for Boards of Directors in 2008

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 10, 2007

Marty Lipton‘s Some Thoughts for Boards of Directors in 2008 is a wide-ranging view of the challenges facing boards of directors in the post-Enron world. The principal focus is on the implications of the attack on the director-centric model and the pressures for short-term performance. The Memo’s first page states rather bluntly what is at stake: […]

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Posted in Boards of Directors, Practitioner Publications | Tagged | 1 Comment

Update on the SEC’s Proxy Access Amendment

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 7, 2007

Hunton & Williams has recently released this client alert on the SEC’s recent amendment to the proxy access rules. The alert provides a quick background on the SEC’s decision to reaffirm its longstanding interpretation of Rule 14a-8(i)(8). As we note, however, “[t]he battle over shareholder access to company proxy materials may not be over,” as the […]

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Chancery Weighs in on Disclosure of Projections in Merger Votes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 6, 2007

With his November 30 opinion in Globis Partners v. Plumtree Software, Vice Chancellor Parsons weighs in on the evolving standards for merger-related disclosure of projections, as well as investment bankers’ work and compensation. The opinion also importantly confirms that, even where a complaint invokes Revlon‘s reasonableness standard by challenging the directors’ approval of a cash-out […]

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Brownstein, Mirvis, and Rowe on the Case against Shareholder Interference

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 5, 2007

Three senior partners at Wachtell, Lipton, Rosen and Katz—Andrew Brownstein, Theodore N. Mirvis, and Paul K. Rowe–spoke last week at the Law School’s Law and Finance Seminar on the case against shareholder interference. The speakers began by posing a series of questions and challenges to those seeking governance reforms–and warned against making significant changes to […]

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Panel Discussion on Private Equity Buyouts

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 4, 2007

Recently, the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., hosted a panel discussion entitled Private Equity Buyouts.  The candid discussion among the expert practitioners on the panel provided rare insights into the internal dynamics of private equity deals. The panelists included […]

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Strategic Buyer/Public Target Deal Points Study

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 3, 2007

The Committee on Negotiated Acquisitions of the American Bar Association’s Section of Business Law recently released the 2007 Strategic Buyer/Public Target M&A Deal Points Study. I am the Chair of the Committee’s M&A Market Trends Subcommittee, which compiled the Study. The Study examines key deal points in acquisitions of publicly traded companies by strategic buyers […]

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