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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporations in 100 Pages
We have just published Corporations in 100 Pages—an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels […]
Click here to read the complete postFinancial Institution Regulation Under President Biden
Following Vice President Joe Biden’s apparent victory last weekend, attention has now turned to the transition and implications of a change in administration. The pandemic and related economic downturn will guide the Biden Administration’s immediate priorities for the financial sector, resulting in a focus on economic relief and stimulus, consumer protection and attention to any […]
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Posted in Practitioner Publications
Tagged Banks, CFTC, Dividends, Federal Reserve, Financial regulation, Joe Biden, Mergers & acquisitions, Presidential elections, Repurchases, SEC, Securities regulation
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ESG Management and Board Accountability
In the world of corporate governance and proxy voting, 2020 has been a remarkable year, not only because annual general meetings took place in the midst of a global pandemic that forced the abrupt transition to a virtual proxy season, but also because this year marked the beginning of the new decade at a time […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Boards of Directors, COVID-19, Diversity, ESG, Institutional Investors, Proxy season, Shareholder voting, Stakeholders, Stewardship
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Shareholders’ Rights & Shareholder Activism 2020
COVID-19’s Impact on Shareholder Rights As life dramatically changed in 2020, so did shareholder rights. In the United States, we witnessed a dramatic and substantial change to how companies conduct annual meetings, a reignited debate on the purpose of the corporation, new defensive strategies for companies, as well as a reshaping of the shareholder activist […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, COVID-19, Delaware law, Hedge funds, Institutional Investors, Securities litigation, Shareholder activism, Shareholder rights, Shareholder voting, Virtual meetings
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Statement of Commissioners Peirce and Roisman on Andeavor LLC
We write to explain why we voted against the Commission’s settled action in the matter of Andeavor LLC. A majority of the Commission found that Andeavor violated Exchange Act Section 13(b)(2)(B), which requires reporting companies to devise and maintain a system of “internal accounting controls,” when Andeavor repurchased its stock from shareholders after its legal […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Inside information, Insider trading, Internal control, Merger litigation, Mergers & acquisitions, Repurchases, Rule 10b-5, SEC, SEC enforcement, Securities enforcement
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The Limits of Corwin in the Sale of a Company to a PE Buyer
In In re MINDBODY, Inc. Stockholders Litigation, the plaintiffs challenged the merger (the “Merger”) pursuant to which private equity firm Vista Equity Partners acquired MINDBODY, Inc. (the “Company”). The key allegations were that the Company’s CEO-founder-director (“RS”), due to his self-interest in obtaining liquidity and lucrative post-sale employment, “tilted” the sale process in favor of […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Conflicts of interest, Corporate fraud, Corwin, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Liquidity, Management, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Shareholder suits
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Delaware Reaffirms Director Independence Principle in Founder-Led Company
The Delaware Court of Chancery yesterday [October 26, 2020] dismissed a derivative lawsuit against the directors of Facebook. United Food & Commercial Workers Union v. Zuckerberg, C.A. No. 2018-0671-JTL (Del. Ch. Oct. 26, 2020). The decision is a notable application of Delaware’s presumption of director independence. In 2016, Facebook’s board decided not to pursue a […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Facebook, Securities litigation
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Decision Making in 50:50 Joint Ventures
When companies decide to pursue a joint venture (JV), a critical first step is determining the appropriate level of ownership and control. Given a choice, most companies would prefer to be the majority partner, believing such a structure provides greater control and decision-making efficiency. Being a minority partner, however, is also appealing in certain cases […]
Click here to read the complete postWeekly Roundup: November 6–12, 2020
SEC Proposes Limited Exemption for Finders Posted by Brian T. Daly, Marc E. Elovitz, and Craig S. Warkol, Schulte Roth & Zabel LLP, on Friday, November 6, 2020 Tags: Broker-dealers, Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, SEC rulemaking, Securities regulation, Solicitation Avoiding Blowback from Your Stock Buyback Posted by Daniel Wolf and Joshua Korff, Kirkland & Ellis LLP, on Friday, November 6, 2020 […]
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