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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
Precluding Pre-Merger Communications in Post-Merger Dispute
In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery upheld a provision in a private-company merger agreement precluding a buyer from using the seller’s privileged emails against the seller in post-closing litigation. Following the guidance from the decision in Great Hill Equity […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Clawbacks, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions
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What’s New on the SEC’s new RegFlex Agenda?
SEC Chair Jay Clayton has repeatedly made a point of his intent to take the Regulatory Flexibility Act Agenda “seriously,” streamlining it to show what the SEC actually expected to take up in the subsequent period. (Clayton has previously said that the short-term agenda signifies rulemakings that the SEC actually planned to pursue in the […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Board composition, CHOICE Act, Conflict minerals, Disclosure, Diversity, Executive Compensation, Investor protection, Mergers & acquisitions, Pay for performance, Proxy voting, Registration exemptions, Regulation S-K, Rule 14a-8, SEC, Securities regulation, Small firms, Universal proxy ballots, Whistleblowers
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Help! I Settled With an Activist!
Public companies in the US and around the world are increasingly signing settlement agreements as a means to put shareholder activist campaigns to rest. While companies are allured by the prospect of a quick end to the public side of an activist campaign, settlement agreements often invite new disruptions inside the boardroom and interrupt a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Inside information, Institutional Investors, Management, Proxy contests, Proxy fights, Proxy voting, Settlements, Shareholder activism, Shareholder nominations, Shareholder voting
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EVA, Not EBITDA: A Better Measure of Investment Value
There’s no doubting the popularity of EBITDA—earnings before interest taxes depreciation and amortization—as a measure of investment value. Analysts like EBITDA because it removes the vagaries of depreciation and taxes and is unaffected by company leverage ratios. EBITDA is certainly a useful indicator of the gross cash operating profit performance of a business. But is […]
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Posted in Practitioner Publications
Tagged Accounting, Accounting standards, Capital allocation, Financial reporting, Firm performance, Shareholder value
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Climate Change Risk Oversight Framework for Directors
Key Takeaways The COP21 Paris Climate Accord signals the turning point of a global effort to address climate change. As nations begin to pursue their emission reduction strategies, directors should evaluate the climate-related risks facing their companies. State Street Global Advisors believes that boards should regard climate change as they would any other significant risk […]
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Posted in Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Climate change, Corporate Social Responsibility, Environmental disclosure, Long-Term value, Risk management, Sustainability
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Board Diversity by Term Limits?
Gender diversity in the U.S. corporate world is shockingly low. As The New York Times reported, fewer women run large corporations than CEOs named John. Boardrooms also lack diversity. While 86% of directors participating in PwC’s annual director survey stated they felt that women should comprise between 21% and 50% of the board, only 28% […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Board composition, Board tenure, Board turnover, Boards of Directors, Diversity, Institutional Investors, Term limits
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New DOJ Compliance Program Guidance
On April 30, 2019, the Department of Justice (DOJ) Criminal Division published new guidance for corporate compliance programs. The new guidance (Updated Compliance Guidance) updates a prior guidance document providing factors that prosecutors should consider when evaluating the effectiveness of compliance programs for determining how to prosecute or resolve corporate criminal enforcement actions. Compliance program […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Compliance and disclosure interpretation, DOJ, Due diligence, Mergers & acquisitions, Misconduct, Risk assessment, SEC enforcement, Securities fraud
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Ten Years of Say-on-Pay Data
We researched 10 years of say-on-pay proxy advisory recommendations and results to understand how common it has been for a company to receive an “Against” vote recommendation or low say-on-pay support in a given year. The results are illuminating; more than 40% of Russell 3000 companies have received an “Against” vote recommendation from ISS, and […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation committees, Engagement, Executive Compensation, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder voting, TARP
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