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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
Weekly Roundup: June 7–13, 2019
Blurred Lines: Government Involvement in Corporate Internal Investigations and Implications for Individual Accountability Posted by Andrew Bauer, Jonathan Green, and Sara D’Amico, Arnold & Porter Kaye Scholer LLP, on Friday, June 7, 2019 Tags: Banks, Deutsche Bank, DOJ, Financial institutions, Financial regulation, LIBOR, Securities enforcement, U.S. federal courts Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship Posted […]
Click here to read the complete postStakeholder Capitalism for Long-Term Value Creation
Boards can strengthen their oversight role by guiding management to focus on the long-term, understand stakeholder objectives and communicate the many ways their companies create value. Transformation of business, society and governments has accelerated over the last decade. Disruption, especially in business, is an increasing challenge for governments, society and companies to navigate and manage. […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, Environmental disclosure, ESG, Human capital, Institutional Investors, Risk assessment, Risk management, Securities regulation, Shareholder value, Short-termism, Stakeholders, Sustainability
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Should Retail Investors’ Leverage Be Limited?
Financial markets feature considerable speculative trading that can harm uninformed investors. Consequently, financial market regulators have long grappled with how to prevent investors from making harmful speculative trades, while preserving markets for useful trades. Leverage is a major catalyst for speculative trading. Our article examines the impact of leverage limits on the retail foreign exchange […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, CFTC, Dodd-Frank Act, International governance, Investor protection, Leverage, Liquidity, Market conditions, Retail investors, Risk-taking, Securities regulation, Stock returns
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Sometimes Silence is Golden: “Dell Compliance” Following Aruba III
The frequently discussed but generally unwritten story underlying the three judicial opinions in Verition Partners v. Aruba Networks involves a dispute between two luminaries of the Delaware Corporate Law—Vice Chancellor Travis Laster and Chief Justice Leo Strine. The story goes that Vice Chancellor Laster, fuming over his “rebuke” in Dell, a decision not written but generally […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Securities litigation, Securities regulation
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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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