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

Effective Delegation in Advisory Agreements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 6, 2021

In a recent court case captioned Packer ex rel 1-800-Flowers.com v. Raging Capital Management, LLC, 2020 WL 6844063, __ F.3d __ (2d Cir. Nov. 23, 2020), the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated a grant of summary judgment to plaintiffs by the lower District Court, which had previously held […]

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Say-on-Pay Votes and Compensation Disclosures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 6, 2021

Companies should also consider their recent annual say-on-pay votes and general disclosure best practices when designing their compensation programs and communicating about their compensation programs to shareholders. This year, companies should understand key say-on-pay trends, including overall 2020 say-on-pay results, factors driving say-on-pay failure (i.e., those say-on-pay votes that achieved less than 50% shareholder approval), […]

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Statement by Commissioners Lee and Crenshaw on Primary Direct Listings

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 5, 2021

Today [Dec. 23, 2020], the Commission approved a new listing rule from the New York Stock Exchange (“NYSE”) which fundamentally shifts how companies can access the public markets. The new listing standard will allow primary direct listings of companies seeking to go public and, importantly, raise capital outside of the traditional initial public offering (“IPO”) […]

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Statement by Commissioner Roisman on NYSE Primary Direct Listing Proposal

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 5, 2021

While many aspects of our equity markets have long benefited from innovation, innovation has managed to elude, to any significant extent, the primary offering process. Until today [Dec. 22, 2020]. NYSE’s proposal would provide an alternative means for companies listed on their exchange to raise equity capital in our public markets. I support the approval […]

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Up or Out: Resetting Norms for Peer Reviewed Publishing in the Social Sciences

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 5, 2021

Papers in economics are three times the length that they were in the 1970s. This does not include internet appendices which push the total length of some papers to more than 100 pages. It takes years from submission to publication. We argue that editorial process in many of the social sciences has become dysfunctional. It […]

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BlackRock’s 2021 Policy Guidance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 4, 2021

Each January, BlackRock typically previews its stewardship priorities in CEO Larry Fink’s annual letter to portfolio companies, followed soon thereafter by updated proxy voting guidelines. Given BlackRock’s position as the world’s largest asset manager, with nearly $8 trillion in assets under management, companies are prepared for this typical release of information. But as one more […]

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Appraisal Waivers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 4, 2021

Appraisal has long been a controversial topic. The courts have struggled to determine the most appropriate valuation methodology and the extent to which that methodology should depend on vary based on case-specific factors. The Delaware Supreme Court continues to face an active docket of appraisal cases and to resolve them through opinions that are highly […]

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Preparing for Shareholder Activism in 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 4, 2021

Although the level of publicly reported activism has decreased this past year, boards and management teams continue to be occupied by a regular flow of “private” activism—i.e., aggressive non-public, inbound communications calling for changes in strategic direction, operational focus, public commitments to long-term metrics and changes to board and management composition, all made without launching […]

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Shareholder Activism at Closed-End Funds in the Wake of Covid-19

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, January 3, 2021

Shareholder activism in the United States and worldwide was noticeably down in 2020 when compared to 2019, and that decline was largely due to the impact of the coronavirus (COVID-19) pandemic. However, for US Securities and Exchange Commission (SEC) registered closed-end investment funds, COVID-19 had the opposite effect. In the wake of the market dislocations […]

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Preparing Your 2020 Form 20-F

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 2, 2021

This post highlights some considerations for the preparation of your 2020 annual report on Form 20-F. As in previous years, we discuss both disclosure developments and continued areas of focus for the U.S. Securities and Exchange Commission (SEC). In addition, we highlight certain U.S.-related enforcement matters and other developments of interest to foreign private issuers […]

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