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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
Taking a Play out of the Financial Acquirer’s Playbook
As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. A recent example is the “run-pass option” that, before finding a home in every NFL team’s playbook, was used only in high school and college football games. Coaches survey plays to assess what works, and, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Covenants, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Strategic buyers, Termination, Termination fees
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Women Board Seats in Russell 3000 Pass the 20% Mark
Women now occupy more than 20% of Russell 3000 board seats, according to a recently released Equilar report. Equilar states that this is the first time Russell 3000 boards have achieved this milestone. In addition, Equilar found that women constituted over 40% of new directors during the first half of 2019, compared to 17.8% of new directors […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Index funds, Institutional Investors, Shareholder voting, Stewardship
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Delaware Court of Chancery Again Sustains Oversight Claims
Further extending the practical reach of the Caremark doctrine, the Delaware Court of Chancery this week upheld claims against directors of a life sciences firm for failing to ensure accurate reporting of drug trial results. In re Clovis Oncology, Inc. Derivative Litig., C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019). Clovis’s stock dropped sharply in 2015 when […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Caremark, Compliance and disclosure interpretation, Delaware cases, Delaware law, Derivative actions, Director liability, Disclosure, Fiduciary duties, Risk oversight, Securities litigation, Shareholder suits, Shareholder value
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Response to CII Proposal to Amend DGCL
Earlier this month the Council of Institutional Investors (“CII”) publicly called upon Delaware’s legislature and governor to amend the state’s corporate code to effectively prohibit publicly traded Delaware corporations from having multi-class stock unless the multi-class structure ends no later than seven years after the company’s IPO. CII’s lobbying effort in Delaware is only its […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Controlling shareholders, Council of Institutional Investors, Delaware law, DGCL, ESG, Institutional Investors, Securities regulation, Shareholder primacy, State law
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SEC Expansion of “Testing-the-Waters” Communications to All Issuers
On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies regardless of size or reporting status, including business development companies (BDCs) and other registered investment companies. The new rule enables any issuer, including those […]
Click here to read the complete postWeekly Roundup: September 27–October 3, 2019
The Long Term, The Short Term, and The Strategic Term Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 27, 2019 Tags: Business Roundtable, Hedge funds, Investor horizons, Long-Term value, Securities regulation, Shareholder activism, Shareholder primacy, Short-termism Taking Significant Steps to Modernize Our Regulatory Framework Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, September 27, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Appraisal Challenges and Benefits to Target Shareholders Through Narrowing Arbitrage Spread
There is an ongoing debate regarding the extent to which increased appraisal litigation in the Delaware Chancery Court is beneficial from a public policy perspective. A paper published in the May 2019 issue of The Journal of Law and Economics—“Merger Negotiations in the Shadow of Judicial Appraisal,” by Audra Boone, Brian Boughman, and Antonio J. […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Activist arbitrageurs, Appraisal rights, Arbitrage, Delaware articles, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder value, Target firms
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Opt-Out Rate in Securities Class Action Settlements
Securities class action filings have increased significantly over the past few years and continue to be filed at near-record rates. The majority of class actions end in a dismissal or a settlement, and putative class members have the ability to opt out of settlements in order to pursue their own cases. Prior research has found […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Institutional Investors, Pension funds, PSLRA, Securities litigation, Settlements
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Stakeholder Capitalism and Executive Compensation
The Business Roundtable recently revised its Principles of Corporate Governance to include a new Statement of Corporate Purpose. The new statement is a significant departure from the past in that it includes serving all “stakeholders,” including customers, employees, suppliers, communities, the environment and shareholders. The prior statement only included shareholders. While many in the legal profession, […]
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Posted in Corporate Social Responsibility, ESG, Executive Compensation, Practitioner Publications
Tagged Business Roundtable, Corporate Social Responsibility, ESG, Executive Compensation, Long-Term value, Shareholder primacy, Stakeholders
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