-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SEC Proposes Two Alternatives on Shareholder Access for Director Nominations in the Company’s Proxy
Marty Lipton, Andrew Brownstein, Steven Rosenblum, Adam Emmerich, and David Katz have released this Memorandum on the SEC’s recent 3-to-2 vote to issue two alternative proposals on shareholder access to the company proxy for director nominations. The first proposal would codify the Commission’s view that proposals on proxy-statement access for board nominations are excludable under […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Regulation
Tagged AFSCME v. AIG, Director nominations, Proxy access, Rule 14a-8, SEC
Comments Off on SEC Proposes Two Alternatives on Shareholder Access for Director Nominations in the Company’s Proxy
Strine Theory
Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. The National Law Journal recently published Strine Theory, a detailed profile of Vice Chancellor Leo Strine. The article, which details both the Vice Chancellor’s […]
Click here to read the complete postCorporate Governance Litigation: 2006 Review
Directors & Boards magazine recently launched the inaugural edition of its annual report, The Year in Governance. The 2007 report provides a comprehensive timeline of key developments and includes articles on a range of subjects, including a report card assessing the SEC’s regulatory activities, a summary of the 2007 proxy season, a “heads up” on […]
Click here to read the complete post
Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Edwards Angell Palmer & Dodge, General governance
Comments Off on Corporate Governance Litigation: 2006 Review
GAO Report on Proxy Advisors: No Smoking Guns
I know a lot of people have been waiting a long time for the Government Accountability Office’s report on the state of the proxy advisory industry. The GAO report–which had been requested by two members of Congress–was finally released to the public on Monday. I guess the big surprise from the report is that there really […]
Click here to read the complete postThe Return of the Tender Offer
It’s not the Jedi, to be sure, but it is a bit of Back to the Future. The tender offer–the technique that started the whole corporate-governance ball rolling, which in its devilish way has slip-slided around the board and management to get to the “owners”–is making a comeback. The tender offer has been spurned since […]
Click here to read the complete postNew Wave of M&A Litigation Attacks Private Equity Deals
The increasing involvement of private equity firms in M&A transactions has not gone unnoticed in the courts. Our recent article in the New York Law Journal, entitled New Wave of M&A Litigation Attacks Private Equity Deals, addresses several recent decisions from the Delaware Court of Chancery involving private equity firms and management buyouts. The article […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Private equity
Comments Off on New Wave of M&A Litigation Attacks Private Equity Deals
The SEC, Corporate Governance, and the Election of Directors
Editor’s Note: This post is from J. Robert Brown, Jr. of the University of Denver. Last week, The Race to the Bottom blog posted on a story in the Wall Street Journal about the SEC’s circulation of a proposal to amend Rule 14a-8. The SEC’s proposed amendment, according to the article, would allow shareholders to submit proposals that relate […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Op-Eds & Opinions, Securities Regulation
Tagged AFSCME v. AIG, Business Roundtable v. SEC, Rule 14a-8, SEC, Shareholder elections
Comments Off on The SEC, Corporate Governance, and the Election of Directors
Has SOX Made New York Less Competitive in Global Markets?
In a paper entitled Has New York Become Less Competitive in Global Markets? Evaluating Foreign Listing Choices Over Time, Craig Doidge, G. Andrew Karolyi, and I show that Sarbanes-Oxley (“SOX”) cannot be blamed for the decrease in foreign listings on the New York Stock Exchange and NASDAQ. A recent revision of the paper, posted here, […]
Click here to read the complete postConservative Tilt or Shareholder Victory? The Supreme Court of the United States and Tellabs v. Makor
Editor’s Note: This post is from J. Robert Brown, Jr. of the University of Denver Sturm College of Law. Much has been written about the conservative shift at the Supreme Court; among other things, there is the perception that the Court is taking an increasingly pro-business approach in its decisions. As an example, commentators often […]
Click here to read the complete post
Posted in Court Cases, Op-Eds & Opinions, Securities Regulation
Tagged Class actions, Makor v. Tellabs, Securities litigation, Supreme Court
Comments Off on Conservative Tilt or Shareholder Victory? The Supreme Court of the United States and Tellabs v. Makor