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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
MFW Compliance in Controller-led transaction Olenik v. Lozinski
In the Delaware Court of Chancery’s July 2018 decision in Olenik v. Lodzinski, the court found that the controller-led merger being challenged was compliant with MFW. The Court of Chancery therefore applied business judgment review and dismissed the case at the pleading stage. On appeal, the Delaware Supreme Court has now found (Apr. 5, 2019) […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Compliance and disclosure interpretation, Controlling shareholders, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, MFW, Supreme Court
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Providing Retail Investors a Voice in the Proxy Process
As the SEC continues its consultation into the proxy process, in particular its consideration of the role of proxy advisory firms in that process, it’s more important than ever to understand how this process affects average retail investors and what, if any, changes they’d like to see. To that end, I collaborated with wealth management […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Conflicts of interest, Disclosure, Institutional Investors, Proxy advisors, Retail investors, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Surveys
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Claims Based on Warranty and Indemnity Liability (W&I) Policies
A consortium of 12 insurance underwriters led by Liberty GTS recently paid a €50 million claim under a warranty and indemnity liability (W&I) insurance policy issued in connection with FSN Capital’s acquisition of Gram Equipment. This is one of the largest, publicly announced claims paid under a W&I policy in recent memory. A few key […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Audits, Disclosure, Insurance, Liability standards
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Five Ways to Enhance Board Oversight of Culture
Corporate culture is defined by the implicit, unwritten rules that create expectations for how people choose to behave. It is reflected by what people actually do every day, by what’s celebrated, emphasized and overlooked. Culture is also how companies create and protect value through people. A company’s intangible assets, which include talent and culture, are […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accountability, Board oversight, Boards of Directors, Corporate culture, Human capital, Management, Oversight, Stakeholders
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Governing Law and Forum Selection Clauses
A number of recent cases highlight the importance of properly drafting governing law and forum selection clauses to give maximum effect to the parties’ preferences. An earlier M&A Update covered some practical differences resulting from choosing New York or Delaware governing law for a contract, including situations where the choice can be outcome determinative in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Contracts, Delaware cases, Delaware law, Forum selection, Jurisdiction, New York, Securities litigation
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Disclosure Simplification Round Two: a Deep Dive into SEC’s New Amendments
Overview On March 20, 2019, the SEC adopted amendments (Adopting Release) designed to “modernize and simplify” numerous disclosure requirements of Regulation S-K and SEC rules and forms under the Securities Act of 1933, as amended (Securities Act) and the Securities Exchange Act of 1934, as amended (Exchange Act). The amendments are intended to make information […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Confidentiality, Disclosure, Form 10-K, Form 10-Q, Form 8-K, Proxy materials, Registration statements, SEC, SEC rulemaking, Securities regulation
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Three Dilemmas for Creating a Long-Term Board
Research from FCLTGlobal and others confirms that long-term companies outperform on financial metrics, including revenues, profitability, and stock price, as well as non-financial ones like job creation and sustainability. As a recent study of large public companies in the USA found, from 2001-2014 long-term companies cumulatively grew their revenues 47% more on average as compared […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Institutional Investors
Tagged Accounting, Board oversight, Boards of Directors, Engagement, Institutional Investors, Long-Term value, Management, Shareholder value, Short-termism, Sustainability
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Strict Interpretation of Merger Agreement: Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc.
In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly terminated its merger agreement with Vintage Capital Management LLC (“Vintage”) after Vintage failed to submit a notice to extend the drop-dead date for its […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination, Termination fees
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Lazard’s 1Q 2019 Activism Review
1. Slower Pace than Record 2018, but In Line with Historical Levels Q1 2019’s campaign activity (57 new campaigns against 53 companies) was down year-over-year relative to 2018’s record pace, but in line with multi-year average levels Capital deployed in Q1 2019 ($11.3bn) was in line with recent quarters, and the top 10 activists had […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Director nominations, ESG, Hedge funds, Institutional Investors, Proxy contests, Proxy voting, Shareholder activism, Shareholder voting
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