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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
2019 Compensation Committee Guide
The key challenge for compensation committees is to approve compensation programs that directors believe will promote the long-term interests of a company and its shareholders, while taking into account shareholder views and maximizing investor support for those programs. Three notable developments affected the public company compensation landscape in 2018. First, the elimination by the Tax […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Section 162(m), Shareholder voting, Tax Cuts and Jobs Act
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The SEC’s Current End Game on Proxy Advisory Firms
The newest SEC Commissioner, Elad Roisman, who has reportedly gotten the nod to head up the SEC’s efforts regarding proxy advisory firms, told the U.S. Chamber of Commerce in late March that he expects the SEC to issue new guidance, sometime after proxy season this year, regarding the use by institutional investors of proxy advisory […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Weekly Roundup: April 19–25, 2019
The Long-term Habits of a Highly Effective Corporate Board Posted by Ariel Fromer Babcock, FCLTGlobal, on Friday, April 19, 2019 Tags: Board communication, Board composition, Board performance, Board tenure, Boards of Directors, Director qualifications, Diversity, Firm performance, Institutional Investors, Long-Term value, Shareholder value Nuveen 2019 Proxy Season Preview Posted by Peter Reali, Anthony Garcia, and Candace Hewitt, Nuveen, LLC., on Friday, April 19, 2019 Tags: Accountability, Board composition, Board independence, Boards of […]
Click here to read the complete postMFW 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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