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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
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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Investor protection, SEC, SEC enforcement, Securities litigation, Securities regulation, Settlements
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SEC Proposal on Pro Forma Synergy Disclosures
The SEC recently proposed amendments to its financial disclosure requirements relating to business acquisitions and dispositions. In general, the proposals reflect a welcome comprehensive review and update, balancing the need for providing relevant information to investors with the costs and burdens of disclosure requirements. Among other things, the proposed amendments would: revise the “significance” tests […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accountability, Disclosure, Financial reporting, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation
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Solving Banking’s “Too Big to Manage” Problem
One of the enduring ironies of the 2008 financial crisis is that nearly everyone now dislikes big banks, but no one can agree what to do about them. Policymakers as diverse as Bernie Sanders, Elizabeth Warren, John McCain, Newt Gingrich, and even President Donald Trump, have called for shrinking the largest financial firms. In fact, […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation
Tagged Banks, Divestitures, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Glass-Steagall, Incentives, Moral hazard, Systemic risk, Too big to fail
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Glass Lewis, ISS, and ESG
With some help from leading investor groups like Black Rock and T. Rowe Price, environmental, social, and governance (“ESG”) issues, once the sole purview of specialist investors and activist groups, are increasingly working their way into the mainstream for corporate America. For some boards, conversations about ESG are nothing new. For many directors, however, the […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Glass Lewis, Institutional Investors, ISS, Proxy advisors
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