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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
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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Stakeholder Impartiality: A New Classic Approach for the Objectives of the Corporation
The stockholder/stakeholder dilemma has occupied corporate leaders and corporate lawyers for over a century. Most recently, the Business Roundtable, in a complete turnaround of its prior position, stated that “the paramount duty of management and of boards of directors is to the corporation’s stockholders.” The signatories of this statement failed, however, to specify how they […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Boards of Directors, Canada, Duty of loyalty, Fiduciary duties, International governance, Stakeholders, UK
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Weekly Roundup: October 11–17, 2019
Naming and Shaming: Evidence from Event Studies Posted by John Armour (University of Oxford), Colin Mayer (University of Oxford), and Andrea Polo (LUISS Guido Carli University), on Friday, October 11, 2019 Tags: Information environment, International governance, Market reaction, Misconduct, Public perception, Reputation, SEC, Securities enforcement, Shareholder value, Stock performance, UK Recent Trends in Shareholder Activism Posted by Richard J. Grossman and Alexander J. Berg, Skadden, Arps, Slate, […]
Click here to read the complete postDual-Class Shares: A Recipe for Disaster
Thank you, Kerrie Waring, for your kind introduction. I appreciate the opportunity to speak at a conference where you will spend the next two days discussing the stewardship responsibilities of shareholders. I know you take those responsibilities seriously, and I do my best to encourage a regulatory environment that makes companies accountable to their shareholders. […]
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Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Agency costs, Capital structure, Controlling shareholders, Dual-class stock, Institutional Investors, Long-Term value, SEC, Securities regulation
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Public Enforcement after Kokesh: Evidence from SEC Actions
On September 20, 2019, the U.S. House Financial Services Committee approved by 49-5 votes a now-bipartisan Investor Protection and Capital Markets Fairness Act (H.R. 4344), also known as the Kokesh-fix. The Bill authorizes the SEC to bring claims for disgorgement in actions filed in court (the SEC has had express statutory authority to bring disgorgement […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Investor protection, Kokesh, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities regulation, Supreme Court, US House
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Disclosure on Cybersecurity Risk and Oversight
Cybersecurity attacks are among the gravest risks that businesses face today. The EY 2019 CEO Imperative Survey found that CEOs ranked national and corporate cybersecurity as the top global challenge to business growth and the global economy. In this environment, stakeholders want to better understand how companies are preparing for and responding to cybersecurity incidents. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Form 10-K, Oversight, Risk management, Risk oversight, SEC, Securities regulation
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The Passing of Retired Chancellor William T. Allen
The Delaware Judiciary was saddened to learn of the passing on Sunday of retired Chancellor William T. Allen, a giant of the corporate bar, academia, and the Delaware Bench. The Judiciary expresses its deepest condolences to the friends and family of Chancellor Allen. Allen, 75, was appointed as Chancellor of the Delaware Court of Chancery […]
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Posted in HLS Research, Practitioner Publications
Tagged Delaware law
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