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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
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 […]
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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
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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 […]
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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
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Report on Insider Trading by the Bharara Task Force
Executive Summary For too long, insider trading law has lacked clarity, generated confusion, and failed to keep up with the times. Without a statute specifically directed at insider trading, the law has developed through a series of fact-specific court decisions applying the general anti-fraud provisions of our securities laws across a broadening set of conduct. […]
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In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid distributors in the country, for the purpose of investigating potential mismanagement or breaches of fiduciary duty in connection with the company’s distribution of […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Books and records, Compliance & ethics, Compliance and disclosure interpretation, Delaware cases, Delaware law, Discovery, Oversight, Shareholder suits
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Let’s Get Concrete About Stakeholder Capitalism
Being a stakeholder-focused company means upping the influence of workers, customers, the community and others critical to long-term success The leaders from the worlds of business and finance who descended on Davos for The World Economic Forum’s latest annual gathering left the mountain resort after four days of discussion devoted to giving concrete meaning to […]
Click here to read the complete postCore Principles of Exculpation and Director Independence
The Delaware Supreme Court recently reaffirmed important principles defining the scope of director liability for derivative claims. McElrath v. Kalanick, No 181, 2019 (Del. Jan. 13, 2020). In 2016, to jumpstart its self-driving car program, Uber purchased Ottomotto LLC and hired employees with relevant technical expertise away from Google. When it later came to light […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Derivative suits, Director liability, Liability standards, Securities litigation, Uber
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S&P 500 CEO Compensation Increase Trends
Introduction and Summary CEO pay continues to be discussed extensively in the media, in the boardroom, and among investors and proxy advisors. CEO total direct compensation (TDC; base salary + actual bonus paid + grant value of long-term incentives [LTI]) increased at a moderate pace in the first part of the last decade —in the […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Shareholder value, TSR
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Regulating Derivatives: A Fundamental Rethinking
Many regard derivatives as exotic and uniquely risky financial instruments. That perception has given rise to a regulatory patchwork described as confusing, incomplete, and contradictory. This paper, Regulating Derivatives: A Fundamental Rethinking, rethinks how derivatives should be regulated. The paper begins by de-mystifying derivatives. The outstanding scholarship discusses derivatives according to somewhat arcane industry-derived categories, […]
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Posted in Academic Research, Derivatives, Securities Regulation
Tagged Contracts, Credit default swaps, Derivatives, Risk, Securities regulation, Swaps
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TIAA Comment Letter on Proposed Rules on Proxy Voting Advice and Shareholder Proposals
Like many institutional investors, TIAA takes its responsibilities as a shareholder seriously, and we work hard to make informed proxy voting decisions and participate thoughtfully in annual shareholder meetings. We believe it is important to maintain a careful balance between the rights of shareholders and those of operating companies, and we appreciate the Commission’s continued […]
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