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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
No Damages in Dispute Over Failed Anthem/Cigna Merger
On August 31, 2020, Vice Chancellor J. Travis Laster of the Delaware Chancery Court issued his long-awaited resolution of the prolonged litigation involving the failed merger of Anthem, Inc. and Cigna Corporation—two of the nation’s largest health insurance companies. As Vice Chancellor Laster found and detailed in the 311-page opinion, no party won this protracted […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Anthem, Antitrust, Cigna, Contracts, Delaware cases, Delaware law, Management, Merger litigation, Mergers & acquisitions, Succession
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The Withdrawal of the Boulder Letter
I. Any Limitation on Voting Rights of a Shareholder of a CEF Violates Sections 16 and 18 and the ICA. The May 27, 2020 Statement did not disavow the Boulder Letter’s reasoning or its conclusion that a CEF would violate Section 18(i) of the Investment Company Act of 1940 (the “ICA”) by opting into a […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Antitakeover, Asset management, Boards of Directors, Comment letters, Delaware law, Exchange Act, Fiduciary duties, Investment Company Act, Mergers & acquisitions, SEC, Securities regulation, Shareholder rights, Shareholder voting, State law
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The Broadening Basis for Business Judgment
The Securities and Exchange Commission recently revised the periodic disclosure requirements of Regulation S-K, the latest installment in the SEC’s ongoing effort to improve the quality of public disclosures. In many instances, the new rules replace prescriptive requirements with flexible guidelines intended to elicit company- and industry-specific information that is material to investors’ understanding of […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Boards of Directors, Disclosure, ESG, EU, Institutional Investors, International governance, Regulation S-K, Stakeholders
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Taming the Corporate Leviathan: Codetermination and the Democratic State
Letting workers elect some percentage of corporate directors, an approach known as codetermination, has long been viewed as a historical quirk primarily confined to the social-democratic societies of Western Europe. By and large, U.S. corporate law scholars assume that the traditional U.S. model, under which shareholders are the sole masters of the corporation, is bound […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Accountability, Accountable Capitalism Act, International governance, Stakeholders, Systemic risk
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Considering Resilience When Assessing FY2020 Incentive Plan Performance
re·sil·ience /rəˈzilyəns/ noun the capacity to recover quickly from difficulties; * the ability of a substance or object to spring back into shape; * actions taken to survive the pandemic and to thrive *from the Oxford Dictionary of English The pandemic continues to wreak havoc on the economy despite trillions of dollars in federal support. […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, COVID-19, Executive Compensation, Firm performance, Incentives, Pay for performance, Shocks
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Shareholder Proposal No-Action Requests in the 2020 Proxy Season
In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy statements by addressing the significance of a proposal through a board analysis. That guidance also discussed the ability […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, No-action letters, Proxy season, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Sharing the Pain: How Did Boards Adjust CEO Pay in Response to COVID-19
We recently published a paper on SSRN, Sharing the Pain: How Did Boards Adjust CEO Pay in Response to COVID-19?, that examines how companies altered CEO compensation contracts and the payment of director fees in response to the COVD-19 pandemic. CEO pay is routinely scrutinized for its size, structure, and relation to performance. Stakeholders want […]
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Posted in Academic Research, Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Bonuses, COVID-19, Director compensation, ESG, Executive Compensation, Firm performance, Incentives, Management, Pay for performance
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Statement by Chairman Clayton on Strengthening the SEC’s Whistleblower Program
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. This morning, we have two items on the agenda. Before we begin with today’s agenda, I want to note the passing of Justice Ruth Bader Ginsburg and the joint statement of the Commission recognizing […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compliance & ethics, Disclosure, SEC, SEC enforcement, Securities regulation, Transparency, Whistleblowers
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Statement by Commissioner Caroline Crenshaw on Whistleblower Program Rule Amendments
The remarkable Justice Ginsburg once wrote that the Commission possessed a “robust whistleblower program designed to motivate people who know of securities law violations to tell the SEC”. Our nation has a long history of motivating whistleblowers to come forward, dating all the way back to 1777, when the Continental Congress passed our first whistleblower […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Compliance & ethics, Disclosure, SEC, SEC enforcement, Securities regulation, Transparency, Whistleblowers
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SEC’s Proposed Reporting Threshold for Institutional Investment Managers
We appreciate the opportunity to comment on the Securities and Exchange Commission’s (the “Commission”) proposed Reporting Threshold for Institutional Investment Managers. Herein we provide comments and analysis relating primarily to the Request for Comments in Sections II.D III.B of the proposed rule (“Proposal”). Part I of this letter provides comment on the central premise of […]
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