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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
Statements of Commissioner Hester Peirce on Proposed Amendments to Improve Accuracy and Transparency of Proxy Voting Advice, and on Proposed Amendments to Modernize Shareholder Proposal Rule
Good morning. Thank you to the Chairman, Commissioner Roisman, the staff in the Divisions of Corporation Finance and Economic and Risk Analysis, and other staff throughout the building for today’s effort to address weaknesses in the existing proxy process. I am looking forward to hearing the views of commenters in response to today’s proposal. Both […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fiduciary duties, Institutional Investors, Investment advisers, Proxy access, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Does Trados Matter?
Delaware courts are producing a growing cannon of corporate law recognizing the distinctive business environment of Silicon Valley. Trados is a prominent example. In a recent paper, I ask Silicon Valley lawyers whether the high-profile case actually affects their advice to clients. The answer? A resounding sort of. In Trados, the Delaware Chancery Court criticized a board controlled […]
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Posted in Academic Research, Boards of Directors, Court Cases, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Merger litigation, Mergers & acquisitions, Tech companies, Venture capital firms
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Conflicted Controllers, the “800-Pound Gorillas”: Part II—BGC
In the past quarter, two important Court of Chancery decisions—Tornetta and BGC—have highlighted the “reflexive skepticism” with which the Delaware courts approach transactions involving conflicted controllers. In Tornetta, a case of first impression according to the court, Vice Chancellor Slights held that unless a board’s decision on executive compensation for a controlling stockholder-CEO complies with […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Statement of Commissioner Allison Herren Lee on Shareholder Rights
There is a common theme that unites the two proposals before us today[Nov. 5, 2019]: they both would operate to suppress the exercise of shareholder rights. The proposed changes to our current proxy regime would make it more costly and more difficult for shareholders to cast their votes or even to get their issues onto […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged ESG, Institutional Investors, Proxy advisors, Proxy voting, Retail investors, SEC, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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Statement of Chairman Jay Clayton on Proposals to Enhance the Accuracy, Transparency and Effectiveness of Our Proxy Voting System
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today [Nov. 5, 2019] we have two items on the agenda. These items are part of the Commission’s ongoing work to enhance the accuracy, transparency and effectiveness of our proxy voting system. They reflect […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Statement of Commissioner Elad Roisman on Modernizing SEC Rules Governing Proxy Voting Advice, Procedural Requirements, and Resubmission Thresholds under Exchange Act Rule 14a-8
I. Introduction—An Important Milestone Thank you, Chairman Clayton. I have said before that proxy voting is fundamental to our capital markets. Improving proxy voting is a subject that I am passionate about, and one I have cared about deeply for the better part of my career. Today marks an important day for having, and continuing, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Statement of Commissioner Robert Jackson on Proposals to Restrict Shareholder Voting
Thank you, Mr. Chairman, and thanks to Commissioner Roisman, Division Director Bill Hinman, and especially the tremendous Staff in the Division of Corporation Finance for their hard work in advance of today’s meeting. And congratulations to all of my colleagues who watched the Washington Nationals earn their first World Series title last week. Today [Nov. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Management, Proxy access, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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The Basis for ISS’ Lawsuit Against the SEC
On October 31, 2019, Institutional Shareholder Services (ISS) filed a lawsuit against the U.S. Securities and Exchange Commission (SEC) challenging interpretation and guidance put forth by the Commission in August that applies the proxy solicitation rules to the provision of proxy advice. The lawsuit challenges the process by which the guidance was issued and, as […]
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Posted in Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder voting, Solicitation
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Class Action Nuisance Suits: Evidence from Frequent Filer Shareholder Plaintiffs
2018 was another big year for shareholder suits challenging mergers and acquisitions. According to a recent study by Cornerstone, 82% of M&A deals valued over $100 million attracted litigation in 2018, only slightly down from the 90% of M&A deals that were challenged in the years 2009 through 2015, prior to the Delaware Court of […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Derivative suits, Forum selection, Merger litigation, Mergers & acquisitions, PSLRA, Securities litigation, Settlements, Shareholder suits, U.S. federal courts
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