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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
Skye Mineral: Minority Investor “Blocking Rights” and Actual Control
In Skye Mineral Investors, LLC v. DXS Capital (U.S.) Limited (Feb. 24, 2020), the Delaware Court of Chancery found, at the pleading stage, that it was reasonably conceivable that the two key minority members of Skye Mineral Partners, LLC (“SMP”) had breached their fiduciary duties to SMP and the other members by intentionally using the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate forms, Delaware cases, Delaware law, Fiduciary duties, LLCs, Management, Securities litigation
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Shareholder Proposals 2019—ESG No-Action Letter Trends and Strategies
Shareholder proposals relating to ESG matters are frequent targets for exclusion by companies, and based upon a survey of the no-action letters submitted during the 2019 proxy season, this trend continues. Over 40% of the no-action letters we reviewed for the 2019 proxy season related to a variety of ESG matters, and the arguments and […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, ESG, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, SLB 14J
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Testing Compliance
Corporations must comply with a wide array of laws and regulations. To accomplish this complex task, corporations increasingly turn not just to the legal department and outside counsel but also an in-house group of specialists who seek to educate and motivate personnel with respect to obligations under the law and the corporation’s code of conduct. […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Compliance & ethics, Compliance and disclosure interpretation, Corporate crime, Misconduct, Securities enforcement
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New ESG Disclosure Obligations
The EU regulation on Sustainability-Related Disclosures (“Disclosure Regulation”) will take effect on March 10, 2021. Its aim is to enhance transparency regarding integration of environmental, social and governance matters (“ESG”) into investment decisions and recommendations. Many of the requirements of the Disclosure Regulation will apply to investment managers that do not focus on ESG mandates. […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, EU, International governance, Sustainability, UK
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2019 ESG Proxy Voting Trends by 50 U.S. Fund Families
Key Takeaways Asset-manager proxy voting support for ESG-related shareholder resolutions has increased considerably over the past five years, with average support across 50 large fund families rising to 46% from 27%. Funds offered by Allianz Global Investors, Blackstone, Eaton Vance, and PIMCO were the most likely to support shareholder-proposed ESG resolutions in 2019, voting for […]
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Over the last twenty-five years, the U.S. has undergone a dramatic transformation in the role of public equity. The number of public firms has fallen by roughly half since 1997. In contrast, the number of companies backed by private equity (PE) funds has doubled from 2006 to 2017 according to McKinsey. Why is it that […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Private Equity
Tagged Agency costs, Capital markets, Information asymmetries, Information environment, IPOs, Management, Ownership, Private equity, Public firms, Sarbanes–Oxley Act
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Glass Lewis Guidelines Update on Virtual-Only Meetings Due to COVID-19
The COVID-19 pandemic has caused significant disruption to people and companies around the world. In order to ensure the health and safety of employees and shareholders, and to comply with government-issued orders and guidelines, a number of North American companies are breaking with convention to hold their shareholder meetings on a virtual-only basis, including when […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, COVID-19, Glass Lewis, Institutional Investors, Proxy advisors, Shareholder meetings, Shareholder voting, Virtual meetings
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Federal Forum Selection Charter Provisions Validated by Delaware Supreme Court
[On March 18, 2020] the Delaware Supreme Court issued an important en banc decision upholding the right of Delaware corporations to adopt forum-selection provisions in their charters requiring claims under the Securities Act of 1933 (the “’33 Act”) to be brought in federal court (the “Federal Forum Provisions”). The Supreme Court’s decision provides a critical […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, DGCL Section 102, Forum selection, Section 11, Securities litigation
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Corporate Governance Survey—2019 Proxy Season Results
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Classified boards, Diversity, Dual-class stock, Majority voting, Shareholder voting, State law, Surveys, Tech companies
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