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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
Acquisitions of Public Companies—2018 Shareholder Litigation
Introduction This post examines litigation challenging M&A deals valued over $100 million announced from 2009 through 2018, filed on behalf of shareholders of publicly traded target companies. These lawsuits usually take the form of class actions filed in either federal or state court. Plaintiffs typically allege that the target’s board of directors violated its fiduciary […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Delaware cases, Delaware law, Filings, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits, U.S. federal courts
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Notes from House Financial Services Committee Hearing
All five SEC Commissioners testified yesterday at an oversight hearing held by the House Financial Services Committee, the first time all five have appeared since 2007, according to Chair Maxine Waters. (Here is their formal testimony.) These hearings are, of course, broken up into bite-size five-minute Q&A sessions, so there is not much opportunity for […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, ESG, Form 8-K, Investor protection, Regulation S-K, SEC, Securities enforcement, Securities regulation, US House
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2019 Proxy Season Review: North America Activism
2019 has been another record year for shareholder activism in Canada. In all of 2018, we tracked 26 activism campaigns (excluding hostile bids) whereas 2019 year-to-date, we have seen an additional four campaigns, bringing the count up to 30 in total. In 2019, management won 58% of all campaigns (versus 54% in 2018) while activists […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Canada, Institutional Investors, International governance, Proxy advisors, Proxy fights, Settlements, Shareholder activism, Shareholder nominations
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Analysis of IAC Recommendations to Improve U.S. Proxy System
On September 5, 2019, the SEC Investor Advisory Committee (“IAC”) issued a written statement (the “Statement”) to the Securities and Exchange Commission (“SEC”) making recommendations on steps the SEC should take to reform the “complex and multifaceted” U.S. proxy system. By way of background, the IAC is a committee of academics, investors, market participants and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots
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Taking Significant Steps to Modernize Our Regulatory Framework
[On September 26, 2019], the Commission announced three important rulemakings. Modernizing the Approval Framework for ETFs. We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized conditions to come to market without obtaining an individualized exemptive order, and (2) amends certain forms […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Disclosure, Exchange-traded funds, OTC derivatives, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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The Long Term, The Short Term, and The Strategic Term
After many years, this past summer the Business Roundtable updated its principles of corporate governance with a new Statement on the Purpose of a Corporation. In the accompanying press release, the Business Roundtable emphasized the larger societal role of corporations in America: “If companies fail to recognize that the success of our system is dependent […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Business Roundtable, Hedge funds, Investor horizons, Long-Term value, Securities regulation, Shareholder activism, Shareholder primacy, Short-termism
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Weekly Roundup: September 20-26, 2019
Stakeholder Governance—Some Legal Points Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 20, 2019 Tags: Boards of Directors, Corporate Social Responsibility, Duty of care, ESG, Fiduciary duties, Long-Term value, Oversight, Stakeholders, Sustainability Are Early Stage Investors Biased Against Women? Posted by Michael Ewens (California Institute of Technology) and Richard Townsend (UCSD), on Friday, September 20, 2019 Tags: Capital formation, Diversity, Entrepreneurs, Venture capital firms Statement on […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Q2 2019 Gender Diversity Index
The Equilar Gender Diversity Index (GDI) has now increased for a seventh consecutive quarter. The percentage of women on Russell 3000 boards increased from 19.3% to 20.2% in Q2 2019. This acceleration once again moved the needle, pushing the GDI to 0.40, where 1.0 represents parity among men and women on corporate boards across the […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Institutional Investors, State law
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Bank Governance, Bank Risk, and Optimal Executive Compensation
Corporate governance continues to be a focus of not just the financial media but the popular media, as well. The scandals at Wells Fargo and Equifax are just the most recent in the long line of scandals involving large well-known public U.S. corporations. Going back in time—the financial crisis of 2008 was triggered by the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Executive Compensation, Financial Crisis, Practitioner Publications
Tagged Bank boards, Banks, Boards of Directors, Equity-based compensation, Executive Compensation, Financial crisis, Financial institutions, Firm performance, Incentives, Ownership, Systemic risk
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