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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 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
Weekly Roundup: January 17-23, 2020
Testimony by PCAOB Chairman William D. Duhnke before the House Committee on Financial Services Posted by William D. Duhnke III, Public Company Accounting Oversight Board, on Friday, January 17, 2020 Tags: Accountability, Accounting, Accounting standards, Audits, Disclosure, Financial reporting, Financial technology, Oversight, PCAOB, Sarbanes–Oxley Act, Securities enforcement, Securities regulation Sustainability as New Standard for Investing Posted by Barbara Novick, BlackRock, Inc., on Friday, January 17, 2020 Tags: Asset management, Climate change, Corporate […]
Click here to read the complete postCompensation Season 2020
While the past year witnessed only modest changes to the rules governing compensation arrangements, practices and trends continued to evolve. We note below various developments worthy of consideration in the year ahead. Limits on Compensation Deductions Clarified. The IRS issued proposed regulations in December with respect to the 2017 statutory change that significantly expanded the […]
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Posted in Boards of Directors, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Director compensation, Dodd-Frank Act, ESG, Executive Compensation, Institutional Investors, Management, Non-competition agreements, Regulation S-K, Taxation
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Worker Participation: Employee Ownership and Representation
In the past thirty years, more and more attention has been paid to the effects of employee participation on company performance. What might be the effect of it on long-term company performance? How could increased employee influence affect corporate strategy and decision-making? There are two main forms through which employees can participate directly to the […]
Click here to read the complete postLower Bar for Criminal Insider Trading Charges
On December 30, 2019, the United States Court of Appeals for the Second Circuit affirmed the convictions of four individuals charged with disclosing and trading on nonpublic government information, adding a new twist to decades of judicial precedent on the definition of insider trading. See United States v. Blaszczak. The court held that the “personal-benefit” […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Inside information, Insider trading, Misconduct, Securities enforcement, U.S. federal courts
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Standard for Classifying a Minority Stockholder as a Controlling Stockholder
Summary In a December 30 decision, the Delaware Court of Chancery in In Re Essendant, Inc. Stockholder Litigation, No. 2018-0789 (Del. Ch. Dec. 30, 2019), held that plaintiffs, a putative class of target Essendant’s stockholders, failed to plead facts sufficient to show that buyer Sycamore Partners (“Sycamore”), a private equity firm, was a controlling stockholder. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Private equity, Shareholder voting
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SEC Proposes Amendments to Auditor Independence Framework
On December 30, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it was proposing several amendments to “codify certain staff consultations and modernize certain aspects of its auditor independence framework.” The auditor independence framework, set forth in Rule 2-01 of Regulation S-X, requires, among other things, auditors to be independent of their audit […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Audit committee, External auditors, Regulation S-X, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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Building Long Term Value: A Blue Print for CFOs
Executive Summary Operating at the nexus of short-term performance pressures and the behaviors that promote long-term value creation within the firm, the chief financial officer (CFO) has a unique ability to drive long-term value creation for the organization. Among their growing set of responsibilities, CFOs and their teams report company financial results, communicate with and […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Boards of Directors, CFOs, Financial reporting, Forecasting, Long-Term value, Risk, Risk assessment, Risk management, Short-termism
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Termination of Merger Agreement and Material Adverse Effect
In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds that a material adverse effect as defined in the parties’ agreement had occurred. In so holding, Chancellor Andre Bouchard signaled that last […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Misconduct
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Dealing with Activist Hedge Funds and Other Activist Investors
Introduction Activists set a new record in 2019. According to the Bloomberg 2019 Global Activism Market Review, there were 518 companies targeted by activists deploying stakes aggregating $76 billion. There were a record 99 activist interventions in M&A transactions. There were 118 proxy fights. Elliott Management, followed by Icahn Associates, were the top activists by […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Board communication, Boards of Directors, Disclosure, Engagement, Hedge funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy fights, Shareholder activism
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