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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
The Purposive Transformation of Company Law
In December of 2018 a potentially transformative event occurred within UK corporate law and corporate governance. In the course of its latest revision, the UK Corporate Governance Code has introduced the idea that establishing a “company purpose” is essential for the effective functioning of corporations. This may not, at first glance, seem all too revolutionary—especially […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Accountability, Corporate culture, International governance, Securities regulation, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders, UK, UK Corporate Governance Code
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M&A/PE and Governance Update
Court of Chancery Enjoins a Controller-Led Merger Pending Corrective Disclosures—FrontFour v. Medley Capital In FrontFour Capital Group, LLC et al v. Brooke Taube et al [Medley Capital] (March 11, 2019), the court determined that, based on the precedent set in the Delaware Supreme Court’s 2014 C&J Energy decision, it could order only a disclosure remedy […]
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Posted in Court Cases, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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2019 Proxy Season Preview
With the 2019 proxy season now underway, several trends are emerging in shareholder campaigns: Environmental and social (E&S) topics will once again dominate the shareholder proposal landscape. For a third consecutive year, E&S issues account for a majority of all shareholder proposals filed, outpacing those related to governance and compensation. Topping the list of submissions […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Climate change, Diversity, Environmental disclosure, ESG, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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The Life Cycle of Corporate Venture Capital
Recent decades have witnessed non-financial firms’ forays into venture capital by creating Corporate Venture Capital (CVC) divisions. Specifically, firms create corporate-affiliated VC divisions to make systematic minority equity investments in innovative startups. CVC has become a common form of corporate investment adopted by hundreds of firms and has emerged as an important source of entrepreneurial […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Firm performance, Innovation, R&D, Shareholder value, Venture capital firms
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2018 Year-End Activism Update
This post provides an update on shareholder activism activity involving NYSE- and Nasdaq-listed companies with equity market capitalizations in excess of $1 billion during the second half of 2018. Shareholder activism underwent a modest decline in the second half of 2017, but accelerated again in the first half of 2018. A similar pattern emerged during […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Board composition, Boards of Directors, Mergers & acquisitions, NASDAQ, NYSE, Proxy voting, Settlements, Shareholder activism, Target firms
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Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability
On March 27, 2019, the U.S. Supreme Court issued a 6-2 decision in Lorenzo v. SEC holding that an individual who is not a “maker” of a misstatement under Janus v. First Derivative Traders, 564 U.S. 135 (2011) can nonetheless be held primarily liable under Section 10(b) of the Exchange Act and Rules 10b-5(a) and […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Fraud-on-the-Market, Liability standards, Rule 10b-5, SEC, Securities fraud, Supreme Court
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2019 Proposed Amendments to DGCL
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “General Corporation Law”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If enacted, […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware law, DGCL, Merger litigation, Mergers & acquisitions, Safe harbor, State law
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Regulators Join in Event-Driven Securities Litigation
In recent years, plaintiffs have increasingly filed securities litigation in response to reports of bad actions within companies. This phenomenon is known as “event-driven” securities litigation, with a claim generally based on the theory that the company must have known that it was committing bad acts and should have told its investors of the alleged […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bonds, Corporate fraud, DOJ, International governance, Misconduct, Rule 144, SEC, SEC enforcement, Securities litigation, Securities regulation, Volkswagen
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Noteworthy Developments in 2018 Affecting Executive Pay
This post reports on tax and securities law developments in 2018 affecting executive compensation. 1. Tax Developments Change in the Corporate Tax Rate. Effective for taxable years beginning after Dec. 31, 2017, the ordinary income tax rate for corporations is 21 percent. This replaces the prior ordinary income tax rate structure for corporations that ranged […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Dodd-Frank Act, Executive Compensation, Hedging, Incentives, IRS, Regulation S-K, SEC, Section 162(m), Tax Cuts and Jobs Act, Taxation
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The Rise of Books and Records Demands Under Section 220 of the DGCL
In recent years, in part in response to decisions like Corwin that have raised the pleading standard for stockholder plaintiffs, the Delaware courts have encouraged stockholders to seek books and records under Section 220 of the Delaware General Corporation Law (DGCL) before filing stockholder derivative or post-merger damages suits, and—in response—each year more stockholders have […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation, Shareholder suits
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