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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
Going Private Transactions
The stock market downturn in the midst of the Coronavirus pandemic has generated increased interest in taking public companies private. Many boards of directors may not be receptive to these transactions in the near term, anticipating that their companies should recover when the crisis passes, and recognizing that the financing market creates risk and uncertainty. […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Disclosure, Fairness review, Go-shop, Going private, Mergers & acquisitions, Private equity, Revlon, Rule 13e-3, Schedule 13D, Securities litigation, Securities regulation, Special committees
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Delaware Emergency Order: Remote Shareholder Communication Meetings
In a client alert issued by Olshan’s Shareholder Activism Group last week, we reported that certain factions within the Delaware State Bar Association (“DSBA”) were attempting to fast track an amendment to Section 110 of the Delaware General Corporation Law (“DGCL”) that would allow Delaware corporations to postpone their annual meetings of stockholders in light […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, COVID-19, Delaware law, DGCL, Securities regulation, Shareholder meetings, Virtual meetings
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Is a Replacement for Your Short-Term Incentive Plan Right for You?
When it comes to 2020 incentive arrangements for calendar-year-end companies, COVID-19’s arrival in the United States could not have come at a worse time. The vast majority of these incentive plans were approved by compensation committees in February, prior to many businesses being thrust into financial and public-market turmoil. When these plans were approved, it […]
Click here to read the complete postInspection of PCAOB-Registered Chinese Auditor
As the leading U.S. voice for effective corporate governance and strong shareholder rights, CII believes that accurate and reliable audited financial statements are critical to investors in making informed decisions, and vital to the overall well-being of our capital markets. Consistent with our policies, we first shared with you our concerns about PCAOB-registered firms located […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting irregularities, Accounting standards, Audits, Foreign firms, International governance, PCAOB, Securities enforcement
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Weekly Roundup: April 10–16, 2020
Protecting Investors in a Time of Crisis: A Response to Those Who Would Utilize COVID-19 to Eviscerate Investor Protection Posted by Mark Lebovitch, Jeroen van Kwawegen, and Greg Varallo, Bernstein Litowitz Berger & Grossmann LLP, on Friday, April 10, 2020 Tags: COVID-19, Derivative suits, Financial crisis, Investor protection, Misconduct, Shareholder activism, Shareholder rights, Shareholder suits The Importance of Disclosure For Investors, Markets and Our […]
Click here to read the complete postSEC Proposal: Improving Access to Capital in Private Markets
On March 4, 2020, the SEC voted 3-1 to propose amendments to “simplify, harmonize, and improve certain aspects” of the framework for offerings exempt from Securities Act registration. The amendments cover a number of areas, including integration, general solicitation and offering communications, and Rule 506(c) verification requirements. We discuss below selected key aspects of the […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Capital formation, Capital markets, Equity offerings, IPOs, Registration exemptions, Regulation D, Rule 506, Safe harbor, SEC, SEC rulemaking, Securities Act, Securities regulation, Solicitation
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Stop Blaming Milton Friedman!
In a much-cited, much-discussed 1970 article the New York Times entitled “The Social Responsibility of Business is to Increase its Profits” the renowned economist Milton Friedman harshly criticized those in the business community who maintained that private enterprises had a mission to promote desirable social ends. What the Times labelled a “Friedman doctrine” reputedly constituted […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Corporate Social Responsibility, Director primacy, Hostile takeover, Milton Friedman, Pay for performance, Shareholder activism, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders
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Trading on Public Trust
Introduction In this post, we analyze statements made by Senators Richard Burr and Kelly Loeffler in response to allegations of insider trading. While many U.S. Senators had been actively trading stocks before the spread of the coronavirus caused U.S. markets to fall, Mr. Burr and Ms. Loeffler have attracted the highest level of media attention […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities regulation, US Senate
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ESG Issues in the Forefront
The ongoing coronavirus pandemic has brought the issues of employee safety and engagement, community support, compliance and stakeholder communications to the forefront of most companies’ responses. S&P 500 companies are well on their way to integrating ESG in their compensation and human capital governance programs, but there is still work to do to meet the […]
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Posted in ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Diversity, ESG, Executive Compensation, Human capital, Incentives, Institutional Investors, Long-Term value, Stakeholders, Sustainability
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Deal Protection Devices
In mergers and acquisitions transactions, a buyer and a seller will often agree to contractual mechanisms, such as termination fees and match rights, to protect the deal. Judicial attitude towards various deal protection devices migrated from fairly strong hostility to a more permissive allowance over time. This is evidenced by the line of cases, starting […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisition agreements, Appraisal rights, Contracts, Deal protection, Lock-up agreements, Mergers & acquisitions, Termination fees
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