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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
The Activist Investing Annual Review 2020
2019: An Overview By some measures the slowest year since 2015, 2019 might look like the end of that boomlet. Although not the first down year in recent memory (2017 was too), the 839 companies publicly subjected to activist demands worldwide and the 666 investors making those demands were both four-year lows. Yet the type […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, International governance, Mergers & acquisitions, Private equity, Shareholder activism
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Accelerated Diversity—A New Paradigm for Addressing Short-Term Obstacles to Board Membership
Introduction Goldman Sachs recently announced a new policy stating they will not underwrite the IPO’s of firms having only white male board members. This policy is a natural, but different, follow-on to SSGA’s initiative a few years ago requiring at least one female on the boards of companies in which they invest. Various measures have […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board tenure, Board turnover, Boards of Directors, Director qualifications, Diversity, ESG, Innovation
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The Strategic Audit Committee: a 2020 Preview
Introduction To anyone familiar with the role and responsibilities of audit committees, it will come as no surprise that the audit committee is sometimes called the “kitchen sink” committee. That is because at many companies, any topic that isn’t clearly the responsibility of another committee or the full board frequently ends up on the audit […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Audit committee, Audits, Boards of Directors, Disclosure, Financial reporting
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Stewardship and Collective Action: The Australian Experience
The global financial crisis gave rise to competing narratives about shareholders and their engagement in corporate governance. According to one narrative, which was common in the United States, shareholders were complicit in the crisis, by placing pressure on corporate managers to engage in excessive risk-taking to increase profitability. An alternative narrative prevailed in other jurisdictions, […]
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Posted in Academic Research, ESG, Institutional Investors, International Corporate Governance & Regulation
Tagged Agency model, Australia, ESG, Institutional Investors, International governance, Proxy advisors, Stewardship, Stewardship Code
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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 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Disclosure, Financial reporting, Managmenet, Regulation S-K, SEC, SEC rulemaking
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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