-
Supported By:
Subscribe or Follow
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
Proposed Amendments to Financial Disclosure and Guidance on Use of Metrics in Management Discussion and Analysis
On January 30, the U.S. Securities and Exchange Commission (the “SEC”) published proposed amendments (the “Proposed Amendments,” available here) to modernize, simplify and enhance certain financial disclosure requirements set forth in Regulation S-K. The Proposed Amendments cover Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Data) and Item 303 (Management’s Discussion and Analysis of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Disclosure, Financial reporting, Managmenet, Regulation S-K, SEC, SEC rulemaking
Comments Off on Proposed Amendments to Financial Disclosure and Guidance on Use of Metrics in Management Discussion and Analysis
Financial Institution Developments
Last week, the Board of Governors of the Federal Reserve System approved a final rule to codify its standards for determining whether one company has control over another. The final rule takes effect on April 1 and completes the process that the Federal Reserve began last April by issuing a proposal seeking public comment. Despite […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications, Private Equity
Tagged Banks, Boards of Directors, Change in control, Federal Reserve, Financial institutions, Financial regulation, Financial technology, Private equity, Securities regulation, Shareholder activism
Comments Off on Financial Institution Developments
Delaware’s Position on Director Independence: a Change in Approach?
In McElrath v. Kalanick (Jan. 13, 2020), the Delaware Supreme Court upheld the Court of Chancery’s decision that dismissed a derivative suit brought by a stockholder of Uber Technologies, Inc. (“Uber”) for damages arising from Uber’s 2016 acquisition of Ottomotto LLC (“Otto”). The Supreme Court agreed with the Court of Chancery’s determination that a majority […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Uber
Comments Off on Delaware’s Position on Director Independence: a Change in Approach?
Shareholder Governance, “Wall Street” and the View from Canada
The Business Roundtable, a group of executives of major corporations in the United States, recently released a statement on the purpose of a corporation that reflects a shift from shareholder primacy to a commitment to all stakeholders. While the statement seems radical to some, it is consistent with recent Canadian corporate law. Boards of directors […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Canada, International governance, Long-Term value, Securities regulation, Shareholder primacy, Short-termism, Stakeholders
1 Comment
Securities Class Action Filings—2019 Year in Review
Executive Summary For a third consecutive year, the number of new class action securities filings based on federal statutes remained above 400. Most notably, core filings surged to record levels. Market capitalization losses, as in 2018, surpassed $1 trillion. Number and Size of Filings Plaintiffs filed 428 new class action securities cases (filings) across federal […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Merger litigation, Mergers & acquisitions, Securities Act, Securities enforcement, Securities litigation, State law, U.S. federal courts
Comments Off on Securities Class Action Filings—2019 Year in Review
Unprecedented Enforcement Actions Against Eight Former Wells Fargo Executives
As the latest chapter in the aftermath of the Wells Fargo fake accounts scandal, on January 23, 2020, the Office of the Comptroller of the Currency (“OCC”) announced enforcement actions against eight former Wells Fargo executives for their roles in the bank’s “systemic sales practices misconduct.” Five individuals—including the former head of the Community Bank, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, Corporate culture, Liability standards, Management, Misconduct, Misreporting, Money laundering, OCC, Oversight, Securities enforcement, Settlements, Wells Fargo
Comments Off on Unprecedented Enforcement Actions Against Eight Former Wells Fargo Executives
SEC Calls “Time Out” on Proxy Advisor Guidance and ISS Litigation
You might recall that, at the end of October, proxy advisory firm ISS filed suit against the SEC and its Chair, Jay Clayton (or Walter Clayton III, as he is called in the complaint) in connection with the interpretation and guidance directed at proxy advisory firms issued by the SEC in August. (See this PubCo […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Conflicts of interest, Institutional voting, ISS, Materiality, Proxy advisors, Proxy voting, SEC, Securities litigation, Securities regulation, Shareholder voting
Comments Off on SEC Calls “Time Out” on Proxy Advisor Guidance and ISS Litigation
Weekly Roundup: February 7–13, 2020
8-K Trading Gap Act Posted by Michael Kaplan, Richard D. Truesdell and Robert Cohen, Davis Polk & Wardwell LLP, on Friday, February 7, 2020 Tags: Compliance and disclosure interpretation, Form 8-K, Insider trading, Regulation FD, SEC, SEC enforcement, Securities litigation, Securities regulation, US House Self-Dealing in a Comparative Light Posted by Andrew Tuch (Washington University), on Friday, February 7, 2020 Tags: Boards of Directors, Conflicts of interest, Fairness review, Fiduciary duties, International […]
Click here to read the complete postTechnology and Life Science 2019 IPO Report
Introduction Wilson Sonsini Goodrich & Rosati’s 2019 Technology and Life Sciences IPO Report presents analysis related to the closing of 87 initial public offerings completed by U.S.-based technology and life sciences issuers between January 1 and December 31, 2019. (Source: CapitalIQ) The report includes IPO filing, pricing, and value statistics for both sectors; governance and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Capital formation, Direct listings, Dual-class stock, Equity offerings, IPOs, Lock-up agreements, Takeover defenses, Tech companies
Comments Off on Technology and Life Science 2019 IPO Report