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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
CFIUS Modernization
The U.S. Department of the Treasury has issued proposed regulations to implement CFIUS reforms enacted under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”). Certain provisions of FIRRMA went into effect immediately upon its adoption in August 2018, but many of the provisions of the legislation require regulations to be prescribed by CFIUS […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged CFIUS, FIRRMA, International governance, Securities regulation, Treasury Department
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Examining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors
Thank you, Chairwoman Maloney and Ranking Member Huizenga, for inviting me to speak today [Oct. 17, 2019]. It is an honor to be here. My name is Lenore Palladino, and I am Assistant Professor of Economics & Public Policy at the University of Massachusetts Amherst, a Fellow at the Roosevelt Institute, and Research Associate at […]
Click here to read the complete postExamining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors
Thank you for inviting me to appear today [Oct. 17, 2019] to discuss corporate priorities as they relate to share repurchase program, workers, communities, and investment. I am the Madison S. Wigginton Professor of Finance at Vanderbilt University’s Owen Graduate School of Management and a Professor of Law at the Vanderbilt School of Law. I […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Securities Regulation, Speeches & Testimony
Tagged Long-Term value, Repurchases, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Shareholder value, Short-termism, Stakeholders
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How the Type of Buyer May Affect a Target’s Remedies
In exploring a potential public company sale, target boards rightly focus on the amount and type of consideration offered by potential buyers and the level of deal certainty. However, when considering offers (including at early stages in the process), target boards should also take into account the risk of a buyer breach, including in connection […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, Contracts, Merger litigation, Mergers & acquisitions, Strategic buyers, Target firms, Termination, Termination fees
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Proxy Access and Leverage
Thanks to thecorporatecounsel.net for catching this announcement from NYC Comptroller Scott Stringer and the NYC Retirement Systems, which reported that, since the inception of the Comptroller’s “Boardroom Accountability Project,” there has been a 10,000% increase in the number of companies with proxy access. Stringer began the Project in 2014 with proxy access proposals submitted to 75 companies. At the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Institutional Investors, New York, Pension funds, Private ordering, Proxy access, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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The Consequences to Directors of Deploying Poison Pills
How consequential is a firm’s adoption of a poison pill for the firm’s directors? Prior research reflects three conflicting views about this question, which reflect conflicting views about pills themselves. The entrenchment view holds that poison pills entrench managers at shareholders’ expense, implying that directors who adopt pills face the risk of shareholder backlash and […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Antitakeover, Board turnover, Boards of Directors, Director tenure, Entrenchment, Market reaction, Poison pills, Reputation, Shareholder value, Takeover defenses
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Filing Thresholds and Main Street Investors
On May 8, 2019, SEC Chairman Jay Clayton testified to the Senate that “[o]ur first goal, which has been a priority of mine since I became Chairman, is focusing on the interests of our long-term Main Street investors.” He went on to say that “the question we ask ourselves every day: how does our work […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, Ownership, Retail investors, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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SEC Guidance on Excludability of Rule 14a-8 Shareholder Proposals, Eschewing One-Size-Fits-All Approach
Yesterday, the Staff of the SEC’s Division of Corporation Finance provided additional guidance in Staff Legal Bulletin (SLB) No. 14K on two key considerations for excluding Rule 14a-8 shareholder proposals under the “ordinary business” exception of Rule 14a-8(i)(7): the significance of the proposal’s subject matter and whether it seeks to “micromanage” the company. SLB 14K also […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Business judgment rule, Engagement, Fiduciary rule, Management, No-action letters, Proxy season, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting, SLB 14K
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Conducting a Token Offering Under Regulation A
For many (if not all) companies developing blockchain-based technologies that involve digital assets (“tokens”), success is dependent on two critical issues: (1) the ability of a project sponsor (the “token issuer”) to distribute tokens broadly to its targeted users, often as rewards for contributing to a project’s development, and (2) free transferability of the tokens, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Crowdfunding, Cryptocurrency, Financial technology, ICOs, Regulation A, SEC, SEC enforcement, Securities enforcement, Securities regulation
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