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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
No-Action Requests to Exclude Shareholder Proposals—A Change of Approach
As foreshadowed by Corp Fin Director Bill Hinman at an event in July put on by the U.S. Chamber of Commerce (see this PubCo post), Corp Fin has announced that it is revisiting its approach to responding to no-action requests to exclude shareholder proposals. In essence, the staff may respond to some requests orally, instead […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, No-action letters, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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PE Sale of Portfolio Company to a SPAC
SPAC activity has enjoyed a healthy uptick in recent years. More SPACs went public in 2018 than in any year since 2007, raising more than $10 billion in capital to deploy towards new investment opportunities. Private equity sponsors are increasingly finding themselves on the opposite side of the table from SPACs as the owner of […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged IPOs, Mergers & acquisitions, Private equity, Public firms, Special purpose vehicles
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ISS 2019 Benchmarking Policy Survey—Key Findings
[On Sept. 11, 2019], Institutional Shareholder Services Inc. (ISS) announced the results of its 2019 Global Policy Survey (a.k.a. ISS 2019 Benchmark Policy Survey) based on respondents including investors, public company executives and company advisors. ISS will use these results to inform its policies for shareholder meetings occurring on or after February 1, 2020. ISS expects to solicit comments […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Capital structure, Climate change, Disclosure, Diversity, Environmental disclosure, ESG, Institutional Shareholder Services Inc., Oversight, Proxy advisors, Risk oversight, Sustainability
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Market Based Factors as Best Indicators of Fair Value
Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality sale process and strategic considerations for litigating valuation and sale process issues. Statutory appraisal litigation, initiated after virtually every sizeable merger, requires […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Conflicts of interest, Delaware cases, Delaware law, Fair values, Incentives, Management, Merger litigation, Mergers & acquisitions
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Audit Committee Reports to Shareholders
As US public companies and their audit committees maintain an almost decade-long trend of increased voluntary disclosures to shareholders about audits, it’s clear that rigorous oversight of public company audits by independent audit committees helps protect investors, and disclosing information about that oversight process contributes to investor confidence. Many investors, regulators and other stakeholders share […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Audits, Disclosure, Risk disclosure, Risk management
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Financial Contracting with the Crowd
Today’s equity crowdfunding is a sucker’s game. It’s no wonder. The prospect of allowing the general public—widows, orphans, grandmothers, and all—the chance to invest in private companies for the first time in eighty years understandably spooked the powers that be. First Congress and then the SEC in turn layered requirement after requirement on crowdfunding companies […]
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Posted in Academic Research, Securities Regulation
Tagged Blockchain, Capital formation, Contracts, Crowdfunding, ICOs, Investor protection, Securities regulation, Venture capital firms
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Weekly Roundup: September 6-12, 2019
Implicit Communications and Enforcement of Corporate Disclosure Regulation Posted by Ashiq Ali (University of Texas), Jill Fisch (University of Pennsylvania), and Hoyoun Kyung (University of Missouri), on Friday, September 6, 2019 Tags: Earnings disclosure, Information environment, Inside information, Liability standards, Regulation FD, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Shareholder suits Putting to Rest the Debate Between CSR and Current Corporate Law Posted by Peter A. […]
Click here to read the complete postStakeholder Governance and the Freedom of Directors to Embrace Long-Term Value Creation
The debate regarding the adoption of sustainable governance principles has reached a crescendo. This debate started with whether corporate boards should factor Environmental, Social, and Governance (“ESG”) and similar sustainability concerns into their decision-making process. That debate is fairly settled. Boards should. The debate has since shifted to whether the dominant shareholder primacy model embraced […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Stakeholders, Sustainability
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Board Compliance
Do corporate boards care about compliance? Surely, they should, because of the potentially catastrophic consequences of ignoring it. Take the example of the recent compliance failures at Wells Fargo, the large bank, which pioneered a strategy of “cross-selling” financial products to its customers. This turned out to be profitable, and the bank sought to maximize […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Corporate crime, Misconduct, Oversight, Securities enforcement, Wells Fargo
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Finalized Changes to Volcker Rule
Federal financial regulators responsible for implementing the Volcker Rule have issued a final rule to revise a number of provisions of the Volcker Rule’s 2013 implementing regulations (the “2013 Rule”). The final rule, which is largely similar to the agencies’ proposed rulemaking issued in June 2018, generally seeks to clarify certain definitions, exemptions and compliance […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications
Tagged Banks, Derivatives, Financial institutions, Financial regulation, Hedging, Liquidity, Proprietary trading, Risk management, Volcker Rule
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