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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
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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Do Index Funds Monitor?
Over the last three decades, the rise of passively managed index funds has transformed how Americans invest. In 1990 less than 1% of all mutual fund assets were held by passively managed index funds. By 2017 index funds held over $6 trillion, more than 29% of all mutual fund assets. While the flow of assets […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors
Tagged Index funds, Institutional Investors, Management, Oversight, Shareholder voting, Stewardship
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Caremark Claim for Positive Violation of Law
In In re Facebook, Inc. Section 220 Litigation (May 30, 2019), the Delaware Court of Chancery held in favor of Facebook, Inc. shareholders who were seeking to review certain books and records of the company in connection with the 2016 Cambridge Analytica data breach. The shareholders were seeking inspection of the books and records to […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Caremark, Cybersecurity, Delaware cases, Delaware law, DGCL Section 220, Disclosure, Discovery, Facebook, Privacy, Shareholder suits, Social networks, Tech companies
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The Facebook Settlement
In a settlement announced by the Federal Trade Commission [July 24, 2019], Facebook agreed to a $5 billion penalty and extensive remedial requirements to resolve an investigation into violations of a 2012 consent decree related to its data privacy practices. On the same day, the Securities and Exchange Commission announced a related $100 million resolution of charges that […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Cybersecurity, Disclosure, Facebook, FTC, Privacy, Risk disclosure, SEC, SEC enforcement, Securities enforcement, Settlements, Tech companies
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