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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
Opportunities for Cross Border Cooperation in Regulation of Digital Assets
Thank you, Robby [Greene] , for that kind intro. I am delighted to see that Robby, once my research assistant, has clearly gone on to bigger and better things. I also am delighted to be here in Singapore, by some accounts the global crypto-hub, and appreciate the hospitality of the Singapore University of Social Sciences. […]
Click here to read the complete postA Catch 22 for Asset Managers
Asset managers have been caught in a difficult spot for several years. Some, including me, have pushed them to use their growing voting power to benefit social impact causes. Other experts have decried managers’ power and blamed them for anticompetitive outcomes and even increasing inequality. The big three—BlackRock, State Street, and Vanguard—are victims of their […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Diversity, Engagement, Index funds, Institutional Investors, Shareholder voting, SSgA, Transparency, Vanguard
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Weekly Roundup: July 26-August 1, 2019
2019 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals Posted by Marc Treviño, Sullivan & Cromwell LLP, on Friday, July 26, 2019 Tags: Board declassification, Boards of Directors, Charter & bylaws, Director qualifications, Dual-class stock, Institutional Investors, No-action letters, Ownership, Proxy access, Proxy season, Proxy voting, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings Recent Ruling on Advance Notice Bylaws Posted by Trevor S. Norwitz and Sabastian V. Niles, Wachtell, Lipton, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Oversight and Compliance Reminder
Two recent developments in civil and criminal law highlight the importance of active, engaged board oversight in the areas of risk and compliance. The first is a Delaware Supreme Court decision allowing plaintiffs to proceed with a Caremark claim, and the second is a memorandum released by the Criminal Division of the U.S. Department of Justice noting the […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Board monitoring, Board oversight, Boards of Directors, Caremark, Compliance and disclosure interpretation, Delaware cases, Delaware law, DOJ, Duty of good faith, Duty of loyalty, Fiduciary duties, Misconduct, Risk management, Shareholder suits
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Symmetry in Pay for Luck
Are CEOs of public corporations rewarded for good luck but not penalized to the same extent for bad luck? Previous studies have found this to be the case, and have termed this “asymmetry in pay for luck.” Some studies find that this asymmetry in pay for luck is stronger in firms with weaker corporate governance, […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Firm performance, Incentives, Management, Pay for performance
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The Importance of Contractual Precision: “Void” vs. “Voidable”
In Absalom Absalom Trust v. Saint Gervais LLC (June 27, 2019), the Court of Chancery held that the transfer of an LLC interest that was prohibited under the LLC Agreement would have been subject to equitable defenses if the transfer restriction provision had stated that a prohibited transfer would be “voidable”—but that, in this case, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Contracts, Corporate forms, Delaware cases, Delaware law, LLCs, Merger litigation, Mergers & acquisitions
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Corporate Control and the Limits of Judicial Review
In 2012, Google’s board approved a proposal amending Google’s charter to authorize the issuance of a new class of nonvoting Class C stock. Prior to this proposed recapitalization, Google’s capital structure was comprised of one-vote-per-share Class A shares, primarily held by public shareholders, and ten-votes-per-share Class B shares, primarily held by Google’s founders, Larry Page […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Securities Regulation
Tagged Agency costs, Charter & bylaws, Control rights, Controlling shareholders, Delaware articles, Delaware law, Dual-class stock, Fair values, Fairness review, Firm valuation, Ownership
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Blurring the Lines: “Boilerplate” Provisions in Merger Agreement Interpretation
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and “bespoke” provisions that are drafted specifically for the transaction at issue. Here, Vice Chancellor Slights found that extrinsic evidence was necessary to […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Avoiding a Toxic Culture: 10 Changes to Address #MeToo
The visibility of sexual harassment complaints against executive officers has increased over the last 18 months as a result of the #MeToo movement. In the wake of the growing focus on executive misconduct, companies should proactively assess their workplace practices. Below are 10 steps that companies should consider to avoid an embarrassing and damaging #MeToo […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged #MeToo, Accountability, Board oversight, Clawbacks, Compliance & ethics, Corporate culture, Management, Oversight
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