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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
Shareholder Activism and Governance in France
The Finance Commission of the French National Assembly has announced a report that will recommend reforms to French securities market regulations to address shareholder activism and market transparency. The report’s recommendations focus on responding to the excesses of activists in the French market with enhanced disclosure, reduced asymmetry of regulation between activist investors and French public […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, EU, France, International governance, Securities regulation, Shareholder activism
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The Reverse Agency Problem in the Age of Compliance
The agency problem, the idea that corporate directors and officers are motivated to prioritize their self-interest over the interest of their corporation, has had long-lasting impact on corporate law theory and practice. In recent years, however, as federal agencies have stepped up enforcement efforts against corporations, a new problem that is the mirror image of […]
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Posted in Academic Research, Boards of Directors, Securities Litigation & Enforcement
Tagged Agency costs, Boards of Directors, Derivative suits, Director liability, DOJ, Fiduciary duties, Misconduct, Reputation, Securities enforcement, Settlements
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Implied Private Right of Action Under the Investment Company Act
In a recent decision, Oxford University Bank v. Lansuppe Feeder, LLC, the United States Court of Appeals for the Second Circuit held that parties that enter into contracts that violate the Investment Company Act of 1940 (the “Act”) have a private right of action under § 47(b) of the Act to sue for rescission of […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Contracts, Investment Company Act, Private funds, Securities litigation, U.S. federal courts
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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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