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HLS Faculty & Senior Fellows
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
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 […]
Click here to read the complete postD&O Insurance Policy Does Not Cover Costs in Appraisal Proceeding
The Delaware Supreme Court has held that D&O insurers are not required to cover costs incurred by a respondent corporation in an appraisal action. In re Solera Insurance Coverage Appeals, Nos. 413/418, 2019 (Del. Oct. 23, 2020). The en banc decision clarifies Delaware law on the scope of insurers’ responsibilities and reinforces that an appraisal […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, D&O insurance, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Law and Reputation
“Reputation matters” has become a mantra in the business world. And corporate legal scholars have been increasingly referring to reputational concerns as important forces that shape our behavior across a wide range of phenomena. Yet so far the legal literature has stayed remarkably silent on exactly how reputation works, or how reputation interacts with the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Class actions, Fiduciary duties, Legal history, Misconduct, Reputation, SEC enforcement, Securities enforcement, Securities litigation
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Audit Committee Challenges and Priorities in the Upcoming Quarter and Beyond
Introduction Does it feel like Groundhog Day? On a personal level, it may feel like each day blends into the next, and many of us find ourselves waiting for the current conditions to pass so things can get back to normal. But companies can’t simply take a wait-and-see attitude. They need to respond quickly to […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Accounting, Audit committee, Audits, COVID-19, Engagement, Executive Compensation, Oversight, Risk management, Stakeholders, Transparency
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What to Expect From the Biden Administration
Over the weekend, former Vice President Joseph R. Biden, Jr. was declared the winner of the U.S. presidential election. Although President Trump has yet to concede and press reports suggest he will continue to make his case in court, thoughts have turned to what the Biden administration will mean for federal regulation of business and […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Executive Compensation, Mergers & acquisitions, Presidential elections, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation
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Rewriting History II: The (Un)Predictable Past of ESG Ratings
Importance of ESG Ratings Research on environmental, social, and corporate governance (ESG) topics has exploded over the last years. The surge in academic work mirrors the massive rise in the importance of ESG principles in the investment management industry. For example, funds that invest according to ESG principles attracted net inflows of $71.1bn globally between […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Disclosure, Environmental disclosure, ESG, Firm performance, Institutional Investors, Stewardship, Sustainability
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Companies’ Response to Delaware Supreme Court Upholding Federal Forum Provisions
A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions (“FFP”) shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. On March 18, 2020, the Delaware Supreme […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, IPOs, Public firms, Securities litigation, Shareholder voting
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