-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
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 […]
Click here to read the complete post
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
Comments Off on M&A/PE and Governance Update
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 […]
Click here to read the complete post
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
Comments Off on 2019 Proxy Season Preview
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 […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Firm performance, Innovation, R&D, Shareholder value, Venture capital firms
Comments Off on The Life Cycle of Corporate Venture Capital
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 […]
Click here to read the complete post
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
Comments Off on 2018 Year-End Activism Update
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 […]
Click here to read the complete post
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
Comments Off on Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability
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, […]
Click here to read the complete post
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
Comments Off on 2019 Proposed Amendments to DGCL
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 […]
Click here to read the complete post
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
Comments Off on Regulators Join in Event-Driven Securities Litigation
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 […]
Click here to read the complete post
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
Comments Off on Noteworthy Developments in 2018 Affecting Executive Pay
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 […]
Click here to read the complete post
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
Comments Off on The Rise of Books and Records Demands Under Section 220 of the DGCL
Weekly Roundup: April 5–11, 2019
Russell 3000 Boards On Pace to Achieve Gender Parity by 2034 Posted by Amit Batish, Equilar Inc., on Friday, April 5, 2019 Tags: Board composition, Board leadership, Boards of Directors, California, Diversity, Institutional Investors, Institutional voting, Proxy advisors, SB 826, State law, Surveys Review and Analysis of 2018 U.S. Shareholder Activism Posted by Melissa Sawyer, Lauren S. Boehmke, and Nathaniel R. Ludewig, Sullivan & Cromwell LLP, on Friday, […]
Click here to read the complete post