-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Do the Securities Laws Promote Short-termism?
Over the last several years, some of the most prominent representatives of Corporate America have argued that the pressure of quarterly reporting creates incentives for public corporations to focus on meeting the short-term expectations of the market rather than developing businesses that prosper over the long-term and make positive contributions to society. The scrutiny of […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Disclosure, Financial reporting, Long-Term value, SEC, Securities regulation, Shareholder value, Short-termism
Comments Off on Do the Securities Laws Promote Short-termism?
Caremark Liability for Regulatory Compliance Oversight
In Marchand v. Barnhill (“Blue Bell”) (June 18, 2019), the plaintiff-stockholder claimed that the directors of Blue Bell Creameries USA, Inc., an ice cream manufacturer (the “Company”), breached their fiduciary duty of loyalty under Caremark by having failed to oversee and monitor the Company’s food safety operations. The suit was brought after an outbreak of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Board oversight, Boards of Directors, Caremark, Delaware cases, Delaware law, Derivative suits, Duty of loyalty, Management, Shareholder suits
Comments Off on Caremark Liability for Regulatory Compliance Oversight
An Overview of Vote Requirements at U.S. Meetings
At the general meeting of Tesla Inc. on June 11, 2019, two management proposals seeking to introduce shareholder-friendly changes to the company’s governance structure failed to pass, despite both items receiving support by more than 99.5 percent of votes cast at the meeting. To get official shareholder approval, the proposals needed support by at least two-thirds of […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Dual-class stock, Institutional Investors, Majority voting, Ownership structure, Shareholder proposals, Shareholder voting
Comments Off on An Overview of Vote Requirements at U.S. Meetings
Director Independence and Oversight Obligation in Marchand v. Barnhill
On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court, in an opinion written by Chief Justice Leo E. Strine, Jr. on behalf of a unanimous court, issued a decision reversing the Court of Chancery’s dismissal of a stockholder derivative suit alleging Caremark claims —that the board failed to provide adequate oversight of a key risk […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board oversight, Caremark, Delaware cases, Delaware law, Derivative suits, Duty of loyalty, Oversight, Shareholder suits
Comments Off on Director Independence and Oversight Obligation in Marchand v. Barnhill
Uber vs. Lyft: Who’s at the Wheel?
Two companies, one highly disruptive business model, multiple big challenges looming. Few IPOs in recent memory have attracted more attention—or disappointed more decisively, initially—than the IPOs of ride-sharing groups Uber and Lyft. At the end of June 7, 2019, two months following its IPO, Lyft’s share price traded at 17.7% below its IPO price, while […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Dual-class stock, ESG, Institutional Investors, Lyft, Shareholder voting, Uber
Comments Off on Uber vs. Lyft: Who’s at the Wheel?
Weekly Roundup: June 28-July 3, 2019
Overview of Recent Stock Exchange Proposals Posted by Cydney S. Posner, Cooley LLP, on Friday, June 28, 2019 Tags: Board composition, Board independence, Boards of Directors, Conflicts of interest, Equity-based compensation, Executive Compensation, Liquidity, Listing standards, NASDAQ, NYSE Dual-Class Shares: Governance Risks and Company Performance Posted by Kosmas Papadopoulos, Institutional Shareholder Services, Inc., on Friday, June 28, 2019 Tags: Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Entrenchment, Firm performance, Institutional Investors, IPOs, Long-Term value, Management, Shareholder […]
Click here to read the complete postStatement Regarding Offers of Settlement
When the Securities and Exchange Commission is considering filing (or has filed) an action alleging violations of the federal securities laws, it often is in the public interest to pursue a timely, reasonable and consensual resolution of the matter. The Commission has long recognized that an appropriately-crafted settlement can be preferable to pursuing a litigated […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Investor protection, SEC, SEC enforcement, Securities litigation, Securities regulation, Settlements
Comments Off on Statement Regarding Offers of Settlement
Comment Letter Regarding SEC Interpretation of 14a-8(i)(7) Ordinary Business Exclusion
We are writing on behalf of the Council of Institutional Investors (CII), a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of $4 trillion. Our member funds include major long-term […]
Click here to read the complete post