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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
SEC Improves Financial Disclosure Relating to Business Acquisitions and Dispositions
The SEC’s long-expected reforms to Regulation S-X regarding financial disclosure for business acquisitions and dispositions were published as final amendments on May 21, 2020. Most of the final amendments are substantially in line with the SEC’s May 2019 proposing release, on which we commented in our May 2019 Sidley Update. Part of the SEC’s overall […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisitions, Disclosure, Filings, Financial reporting, Information environment, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation, Target firms
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How A Reconceived Compensation Committee Can Help Tackle Inequality
In the three decades after World War II, workers and stockholders shared equitably in the nation’s growing wealth. But, during the last several decades, this fair gainsharing has diminished as the power of the stock market, in the form of institutional investors, has grown, and the comparative voice and leverage of workers has declined. As […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, ESG, Executive Compensation, HLS Research, Institutional Investors
Tagged Board monitoring, Boards of Directors, Compensation committees, Corporate Social Responsibility, Employees, ESG, Executive Compensation, Incentives, Institutional Investors, Management, Shareholder value, Stakeholders, Sustainability
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Boards Need to Stay Vigilant and Keep Stockholders Informed Towards Closing
It’s a natural human phenomenon. After a period of intense activity, it’s perfectly understandable to relax, take a step back and catch one’s breath. M&A deals are no different. The push to get a deal signed is often marked by long days and, sometimes, long nights for all involved. Once the deal is signed, it’s […]
Click here to read the complete postThe Forum Attracts Numerous Citations from Courts, Legislators, Regulators, and National Organizations
In the past fifteen years, Forum posts have had considerable influence on the corporate governance field. In an earlier post (see here), I discussed the vast number of citations that Forum posts have attracted from articles by academics and practitioners. This post, in turn focuses on the numerous citations that Forum posts have received from […]
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Posted in Academic Research, Program News & Events
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Renewed Interest by Public Companies in NOL Rights Plans
As we reported in COVID-19: Revisiting Shareholder Rights Plans, the turmoil in U.S. equity markets created by the COVID-19 pandemic has resulted in many companies facing depressed stock prices, leaving them vulnerable to unsolicited acquisition proposals or activist activity, which has led to heightened interest in shareholder rights plans (also known as “poison pills”). Such […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Hostile takeover, Internal Revenue Code, NOLs, Ownership, Poison pills, Section 382, Takeover defenses
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Redesigning Corporations: Incentives Matter
The Birth of the Corporation: Public Interest Organizations The evolution of the modern corporation is the fascinating story of a series of self-serving legal and societal mutations over hundreds of years, which have morphed the original concept and endowed corporations with freedom of activity, rights, and limitations on liability that would shock their original “inventors”. […]
Click here to read the complete postCourt Holds that Syndicated Bank Loan Is Not a “Security”
Federal and state securities laws generally apply only to instruments that qualify as “securities.” The question of whether a particular instrument is a security, therefore, can have significant and far-reaching consequences. Nearly 30 years ago, in Banco Espanol de Credito v. Security Pacific National Bank, the Second Circuit Court of Appeals held that certain loan […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Court Cases, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank loans, Bankruptcy, Banks, Debtor-creditor law, Financial regulation, Securities litigation, Securities regulation
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Changes to Required Disclosures for Acquisitions and Dispositions
On May 21, 2020, the Securities and Exchange Commission adopted changes to the financial disclosure requirements relating to the acquisition and disposition of businesses. As set forth in greater detail below, these changes will greatly assist SEC reporting companies in terms of streamlining and eliminating immaterial information relating to acquisitions and dispositions and will provide […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Disclosure, Financial reporting, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation
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SEC Staff Shows New Openness to Closed-End Fund Defenses
In a potentially significant reversal of a prior Securities and Exchange Commission (SEC) staff position that could enhance the ability of closed-end funds to defend against activist shareholders, the Division of Investment Management of the SEC on May 27, 2020, withdrew a 2010 no-action letter that criticized the use by closed-end funds of certain defensive […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Controlling shareholders, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder activism, Takeover defenses
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A Successful Season for SASB-Based Shareholder Resolutions
Timed to the 2020 Annual General Meeting (AGM) season, shareholder advocacy non-profit As You Sow filed seven shareholder resolutions, on behalf of individual proponents, that specifically requested material disclosure compliant with environmental and social corporate reporting standards published by the Sustainability Accounting Standards Board (SASB). SASB standards are explicitly designed to reflect financially material aspects […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, SASB, Shareholder proposals, Shareholder voting, Sustainability
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