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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
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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Truth and Bias in M&A Target Fairness Valuations: Appraising the Appraisals
Since the Trans Union case (Smith v. Van Gorkom, 1985), it has been considered effectively mandatory for target directors to seek and consider a third-party “fairness opinion” with supporting financial analyses and valuations (henceforth “fairness valuations”) before accepting a takeover offer. Despite their ubiquity in M&A, their role is, to put it mildly, controversial. First, […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Arbitrage, Delaware articles, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions
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Cryptocurrency and Other Digital Assets for Asset Managers
Introduction In 2008, an unknown author publishing under the name Satoshi Nakamoto released a white paper describing Bitcoin, a peer-to-peer version of electronic cash, and the corresponding software that facilitates online payments directly between counterparties without the need for a financial intermediary. In the decade that has followed, Bitcoin and countless other open-source, decentralised protocols […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Bitcoin, Blockchain, CFTC, Commodities, Commodity Exchange Act, Cryptocurrency, Disclosure, Financial advisers, Financial technology, ICOs, Regulation D, Securities regulation
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On Proxy Advisors and Important Issues for Investors in 2019
Good afternoon. I hope you are enjoying this year’s edition of SEC Speaks, which gives the public a good overview of all the work that is going on at the Commission. In the Office of the Investor Advocate, we track all of these issues, as well as the activities of the self-regulatory organizations, and this […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Investor protection, Proxy advisors, Proxy voting, Regulation NMS, SEC, Securities regulation, Shareholder voting
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The Delaware Supreme Court’s Decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.—Calculating Fair Value in Statutory Appraisal Cases
In an extraordinary decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed a decision of the Delaware Court of Chancery in a statutory appraisal proceeding. The lower court had relied on the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Agency costs, Arbitrage, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions
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Decarbonization Advisory Panel Report and Letter to NYS Comptroller
Thomas P. DiNapoli State Comptroller State of New York Office of the State Comptroller 110 State Street Albany, New York, 12236 Dear Comptroller DiNapoli, On behalf of the Decarbonization Advisory Panel, I am pleased to submit our recommendations for your consideration. It has been a privilege to serve as Chair of this Panel of distinguished […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, New York, Pension funds, Risk management, Sustainability
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Nuveen 2019 Proxy Season Preview
Aspirational requests become accountability requirements In recent years, heightened attention by institutional investors on companies’ responsible business practices has led to increased calls for greater accountability on a variety of environmental, social and governance (ESG) issues. In the last two years, environmental and social issues collectively overtook traditional governance topics to become the primary drivers […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Accountability, Board composition, Board independence, Boards of Directors, Climate change, Diversity, ESG, Proxy materials, Proxy season, Shareholder proposals
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The Long-term Habits of a Highly Effective Corporate Board
Research from FCLTGlobal and beyond has shown that long-term companies outperform on financial metrics, including revenues, profitability, and stock price. They also fare better on several nonfinancial metrics, including job creation. As a recent study of large public companies in the United States found, from 2001 to 2014 long-term companies cumulatively grew their revenues 47 […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Board communication, Board composition, Board performance, Board tenure, Boards of Directors, Director qualifications, Diversity, Firm performance, Institutional Investors, Long-Term value, Shareholder value
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