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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Freeze-Out of Minority Not “Entirely Fair”—Salem Cellular
In In re Cellular Telephone Partnership Litigation (Mar. 9, 2022), a wholly-owned subsidiary of AT&T, Inc., which was the 98.12% controlling partner of Salem Cellular Telephone Company (the “Partnership”), froze out the minority partners by acquiring the Partnership’s assets and liabilities and then liquidating the Partnership. AT&T paid to the Partnership, and then caused the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Freezeouts, Joint ventures, Merger litigation, Mergers & acquisitions, Minority shareholders, Partnerships
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Addressing Market Volatility and Risk in M&A Agreements
Significant volatility continues to disrupt the equity markets, with the major stock indexes swinging multiple percentage points often on a daily basis. Inflation, rising interest rates, the Ukraine crisis, continuing effects of Covid-19, lasting supply chain issues, a difficult regulatory environment, and uncertainty regarding the global and U.S. economies have had an undeniable impact on […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Equity securities, Market conditions, Mergers & acquisitions, Risk, Risk management, Termination
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Liability When Stockholder’s Merger Consideration is Paid to Hackers
In Sorenson Impact Foundation v. Continental Stock Transfer & Trust Company (Apr. 1, 2022), computer hackers intercepted the email communications of a law firm (the “Law Firm”) involved with the $130 million merger pursuant to which Tassel Parent, Inc. (the “Buyer,” a subsidiary of private equity firm KKR) was acquiring Graduation Alliance, Inc. (the “Target”). […]
Click here to read the complete postStewardship in the Context of Geopolitical Risk
As asset stewards, we are aware of the financial risks associated with unexpected conflict between or among nations, and, where appropriate, we may seek to mitigate relevant risks through engagements and proxy voting. On a case-by-case basis, the Asset Stewardship team will assess whether a situation constitutes a conflict that is material to our portfolio, […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Engagement, ESG, Index funds, Institutional Investors, International governance, Risk, Risk management, Stewardship
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Engaging with Vanguard
Approach to Stewardship and Engagement Allie Rutherford: You joined Vanguard’s investment stewardship group in early 2020. It has certainly been an interesting two years in the market during that time. Can you share what has changed and what remains the same with respect to Vanguard’s approach to stewardship during your tenure? John Galloway: By way […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Engagement, ESG, Executive Compensation, Index funds, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Vanguard
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Weekly Roundup: May 6-12, 2022
SEC’s Climate Disclosure Rules: GHG Emissions Disclosure Requirements Posted by Nick Grabar, Lillian Tsu and Helena Grannis, Cleary Gottlieb Steen & Hamilton LLP, on Friday, May 6, 2022 Tags: Climate change, Disclosure, Environmental disclosure, ESG, Materiality, Regulation S-K, SEC, Securities regulation, Sustainability Assessing ESG-Labeled Bonds Posted by Salima Lamdouar, Patrick O’Connell, and Tiffanie Wong, AllianceBernstein, on Friday, May 6, 2022 Tags: Bonds, Climate change, ESG, Greenwashing, Institutional Investors, Sustainability Remarks by Chair […]
Click here to read the complete postRemarks by Chair Gensler Before the International Swaps and Derivatives Association Annual Meeting
Thank you for the kind introduction. It’s good to be back with the International Swaps and Derivatives Association (ISDA) again. As is customary, I’d like to note that I’m not speaking on behalf of my fellow Commissioners or the SEC staff. Swaps emerged in the 1980s to provide producers and merchants with a way to […]
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Posted in Derivatives, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cryptocurrency, Derivatives, SEC, SEC rulemaking, Securities regulation, Swaps, Systemic risk, Transparency
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BlackRock on Climate-Related Shareholder Proposals
BlackRock Investment Stewardship (BIS) takes a case-by-case approach to shareholder proposals and, without exception, takes voting decisions on proposals as a fiduciary acting in clients’ long-term economic interests. BIS continues to see voting on shareholder proposals playing an important role in stewardship. Having supported 47% of environmental and social shareholder proposals in 2021, BIS notes […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors
Tagged BlackRock, Climate change, ESG, Index funds, Institutional Investors, Shareholder proposals, Shareholder voting, Stewardship
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Proposed SEC Rule on Private Fund Advisers
The SEC recently published a proposed rule (the “Proposal”) that would impose unprecedented mandatory disclosure obligations and various other forms of intervention in the private funds industry. On April 21, 2022, I filed a comment letter in response to the Proposal. My letter addresses what appears to be one of the most profound sources of […]
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