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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
Trends in Books and Records Litigation
Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is rapidly developing. Section 220 demands were once conceived as the primary “tools at hand” available to stockholder plaintiffs to draft and file […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Confidentiality, Delaware cases, Delaware law, DGCL Section 220, Discovery, Merger litigation, Proxy contests, Proxy voting, Shareholder suits
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Accelerating ESG Disclosure—World Economic Forum Task Force
Reflecting the growing push among investors, asset managers, companies and other stakeholders for a standardized ESG disclosure framework, a task force sponsored by the International Business Council (IBC) of the World Economic Forum (WEF), has released a consultation draft proposing a set of common disclosures aligned with the UN Sustainable Development Goals for companies to […]
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Posted in Boards of Directors, ESG, Institutional Investors
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Risk, Risk disclosure, Sustainability
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Amending the Delaware Corporate Code by Going to Court: Some Thoughts on Sciabacucchi v. Salzberg
With the oral arguments now behind us, it’s anybody’s guess how the Delaware Supreme Court will rule in Sciabacucchi v. Salzberg. Personally, I think the Court should reverse the Chancery Court’s decision to invalidate charter provisions making federal court the exclusive forum for ’33 Act litigation. In a recent essay, I highlight two arguments that […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases
Tagged Contracts, Delaware cases, Delaware law, DGCL, DGCL Section 102, Forum selection, Securities litigation, State law
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Year in Review: Delaware Corporate Law and Litigation
Introduction In 2019, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues—including board compensation, controlling stockholder conflicts, board oversight obligations, M&A structuring issues, director liability for unlawful dividends, and advance notice bylaws. The case law from 2019 is relevant for both public and private companies—particularly because Delaware […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Advanced notice, Alternative entities, Books and records, Charter & bylaws, Conflicts of interest, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees
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Leading Boards Rethinking Strategy and Enabling Innovation
Staying future focused can lead to sustainability In November 2019, the EY Center for Board Matters welcomed a group of corporate directors—who collectively represent more than 80 boards and $1 trillion in market capitalization—to its Strategy and Innovation Board Summit in New York City. The objective was to share experiences and discern how boards can […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board communication, Board composition, Board oversight, Boards of Directors, Director qualifications, Engagement, Innovation, Management, R&D, Risk management
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Strengthening the Board’s Effectiveness in 2020: A Framework for Board Evaluations
The board self-evaluation process has evolved from a “check-the-box” obligation into a highly effective tool to help boards of directors take a critical look at their capabilities and readiness to meet the growing expectations of investors and other corporate stakeholders. As directors think about the opportunities and challenges their companies face in 2020 and beyond, […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board evaluation, Board performance, Boards of Directors, Disclosure, Management
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Private Equity—Year in Review and 2020 Outlook
Private equity had a strong finish to the decade. Global PE-backed buyout volume reached nearly $400 billion by year end, which represented a 20% decline relative to 2018 but was still quite robust by historical standards, fueled by a number of megadeals, significant dry powder and record-low interest rates. We review below some of the key […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Capital markets, Fund managers, Mergers & acquisitions, Private equity, Shareholder activism, Tech companies
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Delaware Year-End Review: M&A and Shareholder Litigation
It has been another busy year for the Delaware courts, with opinions issued in a number of key areas. The Delaware Supreme Court confirmed that Caremark claims, although generally very difficult to maintain, can survive a motion to dismiss. Meanwhile, the Court of Chancery showed that there is still a high bar to establishing a […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Advanced notice, Adverse effects, Appraisal rights, Books and records, Caremark, Controlling shareholders, Corwin, Delaware cases, Delaware law, DGCL, DGCL Section 220, Merger litigation, Mergers & acquisitions, MFW, Shareholder suits, Termination
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2020 Governance Outlook
Today, the accelerating pace and intensifying complexity of change are creating a fundamentally different operating reality that is putting the competitiveness and governance of many businesses to the test. NACD’s most recent Public Company Governance Survey found that looking forward to 2020, directors are most concerned about the impact of growing business-model disruptions, the slowing […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Accountability, Board communication, Board leadership, Board turnover, Boards of Directors, Engagement, ESG, Surveys, Transparency
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CII Letter to SEC on Proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice
This letter focuses on claims by certain corporate representatives that there are pervasive factual inaccuracies in proxy advisors’ reports, claims that we believe were relied on in the Release and in the decision of a majority of SEC commissioners to support proposing a new regulatory regime for independent proxy advisors. We believe that the claims […]
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