-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Heroes and Villains
It appears Mr. Olson is sadly uninformed when–in my opinion–he inappropriately labels former Securities and Exchange Commissioner Roel Campos as a “villain” for his role in the SEC rulemaking on proxy access. Indeed, after the Second Circuit’s decision in AIG, it was Commissioner Campos who brought various parties together in an attempt to bridge the […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Proxy access, SEC
1 Comment
ACFE Designations Under Sarbanes-Oxley: Directors Beware!
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 […]
Click here to read the complete postChairman Cox’s Statement on Proxy Access
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 […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Proxy access, SEC
2 Comments
Chancery Rules on Privilege and Corporate Investigations
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 […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Attorney-client privilege, Boards of Directors, Delaware cases, Delaware law
Comments Off on Chancery Rules on Privilege and Corporate Investigations
Hedge Fund Investor Activism and Takeovers
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Hedge funds, Schedule 13D, Shareholder activism, Takeovers
Comments Off on Hedge Fund Investor Activism and Takeovers
Some Thoughts for Boards of Directors in 2008
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: […]
Click here to read the complete postUpdate on the SEC’s Proxy Access Amendment
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 […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Proxy access, SEC
Comments Off on Update on the SEC’s Proxy Access Amendment
Chancery Weighs in on Disclosure of Projections in Merger Votes
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 […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Globis v. Plumtree, Merger announcements
Comments Off on Chancery Weighs in on Disclosure of Projections in Merger Votes
Brownstein, Mirvis, and Rowe on the Case against Shareholder Interference
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 […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Speeches & Testimony
Tagged Shareholder power
Comments Off on Brownstein, Mirvis, and Rowe on the Case against Shareholder Interference