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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
- 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
COVID-19 and Shareholder Activism—The Impact
No area is immune from the effects of the current COVID-19 crisis, including shareholder activism. For shareholders contemplating or already conducting an activist type campaign at a company, COVID-19 leads to logistical impediments and shifts in timing and strategy, but, importantly, also creates opportunities for savvy investors. Practical Impediments in Director Nominations At this time […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Mergers & acquisitions, Proxy contests, SEC, Securities regulation, Shareholder activism, Shareholder nominations, Solicitation
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COVID-19: What Compensation Committees Should Be Thinking About Today
The COVID-19 pandemic has in a matter of weeks upended life in America, including in American business. Public companies have witnessed dramatic decreases in market value and business challenges that were largely unexpected weeks ago. Executive compensation programs must adjust to the new reality and continue to motivate leadership and performance. While every company will […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Change in control, COVID-19, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance
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“Stop, Look and Listen”—Improving the SEC’s Proposed Rules on Proxy Advisors
Executive Summary The publication of a “Stop, Look and Listen” communication is explicitly embraced in the SEC’s tender offer rules as a method for alerting shareholders that more information will soon be available that could influence their decision to tender or retain their shares. Such communications ask investors to pause until the target of the […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Council of Institutional Investors, Glass Lewis, Institutional Investors, Proxy advisors, Proxy voting, Rule 14a-2, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Can a Public Company Effectively Opt Out of Rule 14a-8?
For almost eighty years Rule 14a-8 has been an integral part of the regulatory landscape, serving as a widely used means of communication between securityholders and the companies in which they invest. While the rule has been not been without controversy and has been tweaked from time to time, its fundamental objective, i.e., subject to […]
Click here to read the complete postQ4 2019 Equilar Gender Diversity Index
For the ninth consecutive quarter, the Equilar Gender Diversity Index (GDI) has increased. With the percentage of women on the boards of Russell 3000 companies increasing from 20.9% in Q3 2019 to 21.5% in Q4 2019, the GDI is now 0.43, where 1.0 represents parity among men and women. The continuous upward trend of women […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Compensation ratios, Diversity, ESG, State law
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The “Market Exception” in Appraisal Statutes
Introduction: Public Shareholders and Appraisal Rights Appraisal is a right and a remedy. Available by statute in all states, appraisal provides dissenting shareholders the right to require the corporation to pay them the ‘fair value’ of their shares upon some mergers or other fundamental changes. Appraisal statutes provide procedures for dissenting shareholders to receive a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, MBCA, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits
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Ten Considerations for Boards of Directors
The 2019 novel coronavirus (COVID-19) pandemic presents complex issues for corporations and their boards of directors to navigate. This briefing is intended to provide a high-level overview of the types of issues that boards of directors of both public and private companies may find relevant to focus on in the current environment. Corporate management bears […]
Click here to read the complete postM&A in Times of COVID-19
COVID-19 may cause buyers and sellers to reassess valuations, adjust pricing mechanisms and implement new methodologies for interim operations and crisis response management at a target. Transaction participants should take steps to mitigate the potential disruption to deal processes and timelines caused by the virus. Parties should think through risk allocation—including the MAC clause—and how […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Adverse effects, COVID-19, Due diligence, Firm valuation, Mergers & acquisitions, Shocks
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Non-U.S. Issuers Targeted in Securities Class Action Lawsuits Filed in the United States
Introduction Companies headquartered or with principal places of business outside the United States (“non-U.S. issuers”) continue to be targets of securities class actions filed in the United States. Indeed, 2019 continued to see an uptick in the number of securities class action lawsuits brought against non-U.S. issuers from the previous year, consistent with the general […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Conflicts of interest, Foreign issuers, International governance, Securities fraud, Securities litigation
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Public Statement by Chairman Jay Clayton for FSOC Open Meeting
The women and men of the SEC are focused on two overriding issues: (1) we are facing a national challenge—an unprecedented health and safety crisis that requires all Americans, for the sake of all Americans, to significantly change our daily behavior, including behavior at our banks, broker-dealers, investment advisers and other market participants; and (2) […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, COVID-19, Disclosure, Engagement, FSOC, Investment advisers, Investor protection, SEC, Securities regulation, Systemic risk, Virtual meetings
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