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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
Panel Discussion on Private Equity Buyouts
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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Posted in Mergers & Acquisitions, Program News & Events, Speeches & Testimony
Tagged Buyouts, Private equity
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Strategic Buyer/Public Target Deal Points Study
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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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Strategic buyers, Target firms
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“Say on Pay” Shareholder Advisory Votes on Executive Compensation
Our firm has recently released a new M&A Commentary on proposals requiring an annual shareholder vote on executive compensation, known as “Say on Pay” proposals, that many public companies are likely to face during the 2008 proxy season. The Commentary, entitled “Say on Pay” Shareholder Advisory Votes on Executive Compensation: The New Frontier of Corporate […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Say on pay
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SEC Votes to Permit Exclusion of Shareholder Proxy Access Proposals
The SEC’s vote affirming the exclusion of stockholder proposals seeking access to the company’s proxy to run a director election proxy fight has drawn this short and sweet applause from the attorneys most involved in the fight at Wachtell, Lipton, Rosen & Katz.
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Proxy access, SEC
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RiskMetrics’ Martha Carter on Activism and Governance
Martha Carter, who heads the design of corporate governance policies at RiskMetrics, recently gave a presentation at the Shareholder Activism class here at Harvard Law School. In her talk, Carter offered an assessment of last year’s proxy season; the issues likely to arise during the coming proxy season; and an account of the issues receiving the […]
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Posted in Corporate Elections & Voting, Program News & Events
Tagged ISS, Shareholder activism
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Commissioner Nazareth Speaks on Today’s SEC Vote
The SEC today voted 3-1 to adopt a rule permitting companies to exclude from the corporate proxy shareholder proposals on ballot access for director elections. Although the text of the final rule is not yet available, the SEC has released a forceful speech by the lone dissenter, Commissioner Annette Nazareth, expressing her disappointment in the […]
Click here to read the complete postGAAP in Peril
Effective corporate governance requires reliable and consistent financial statements. Investors depend upon auditors to verify what management has done each year in innumerable corporate transactions. For decades, the American generally-accepted accounting principles (GAAP) have admirably and ably provided reliable reporting on a vast array of modern business situations. Yet a serious drive to eliminate American […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, GAAP, IFRS, SEC
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Chancery Orders Production of Records for Periods Prior to Stock Ownership
The Delaware Court of Chancery issued a decision last week of both practical and theoretical importance for corporate lawyers. The opinion is Melzer v. CNET Networks, Inc., and there are at least three reasons why this case is noteworthy. First, the court held that Section 220 of the Delaware General Corporation Law, which is the […]
Click here to read the complete postCorporate Governance Objectives of Labor Union Shareholders
The SEC has been considering the issue of increased shareholder access to the corporate proxy and director elections. Labor union pension funds have been among the more vocal proponents of increased access, arguing that such access will lead to improved financial performance. Business groups, such as the Business Roundtable, have argued against increased access on […]
Click here to read the complete postStudy of Majority Voting in Director Elections
We have recently released the November 2007 edition of the Study of Majority Voting in Director Elections, which demonstrates that majority voting for the election of directors, which has been characterized by its advocates as a tool for increasing director accountability, has become the prevailing election standard among large, public companies. As issuers prepare for […]
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