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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
Special Negotiating Committees: If, When, Who, and How
My colleagues Mark D. Gerstein and Bradley C. Faris of Latham & Watkins have released this Memorandum analyzing whether and when a company should consider empanelling a special negotiating committee when assessing a merger proposal that raises a conflict of interest. The Memorandum begins by providing critical background for in-house counsel facing the difficult decision […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Conflicts of interest, Going private, Special committees
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Delaying a Merger Vote Under Delaware Law: A New Standard of Review?
Someone very famous once said that the common law grinds slowly but exceedingly fine (or something like that). Someone else once said that when it comes to the stockholder franchise, the grinding can get bumpy. Yet a third person is reported to have commented that, when you throw in the fact of life that stockholder activists […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Mercier v. Inter-Tel
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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 […]
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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
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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 […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Edwards Angell Palmer & Dodge, General governance
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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 […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Private equity
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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 […]
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Posted in Corporate Elections & Voting, Op-Eds & Opinions, Securities Regulation
Tagged AFSCME v. AIG, Business Roundtable v. SEC, Rule 14a-8, SEC, Shareholder elections
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