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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
Farewell to Fairness: Towards Retiring Delaware’s Entire Fairness Review
The entire fairness doctrine occupies a central place in Delaware’s accountability tools for corporate directors. In a standard formulation, it calls on directors to establish “to the court’s satisfaction that the transaction was the product of both fair dealing and fair price” (Cinerama, Inc. v. Technicolor, Inc.). As Professor Lawrence Hamermesh and Chief Justice Leo […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Business judgment rule, Delaware articles, Delaware law, Fairness review, Fiduciary duties, Merger litigation, MFW, Securities litigation
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SEC Enforcement Against Self-Reporting Token Issuer
On February 20, the Securities and Exchange Commission (the “SEC” or “Commission”) issued a cease-and-desist order against Gladius Network LLC (“Gladius”) concerning its 2017 initial coin offering (“ICO”). The SEC found that the Gladius ICO violated the Securities Act of 1933’s (“Securities Act”) prohibition against the public offer or sale of any securities not made […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Cryptocurrency, Financial technology, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Democratic Senators and the Buyback Boogeyman
Last month, Senator Chuck Schumer, along with Senator and presidential candidate Bernie Sanders, declared they would introduce “bold” legislation to prohibit a public firm from repurchasing its own stock, unless the firm first invests in employees and communities, including paying workers at least $15 per hour and offering “decent” pension and health benefits. Welcome to […]
Click here to read the complete postBeyond Beholden
Corporate law has long been concerned with director independence. In controlled companies, the perceived problem is that directors might feel pressured to reciprocate a past kindness from the controlling shareholder or fear retaliation. As a result, the conventional marker of independence is the absence of substantial prior or ongoing relationships to the controlling shareholder. In […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Decision-making, Delaware articles
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Pre-Litigation Demand and Director Committees
On February 12, 2019, in the matter captioned City of Tamarac Firefighters’ Pension Trust Fund v. Corvi, et al., C.A. No. 2017-0341-KSJM, Vice Chancellor McCormick of the Delaware Court of Chancery provided further guidance on the pre-litigation demand requirement. This decision reaffirms and applies the principle under Delaware law that, while a pre-litigation demand “tacitly […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Delaware cases, Delaware law, Derivative suits, Securities litigation, Shareholder suits
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Rule 14a-8 Exceptions and Executive Compensation
In October last year, Corp Fin issued a new staff legal bulletin on shareholder proposals, 14J, that examined the exception under Rule 14a-8(i)(7), the “ordinary business” exception, addressing, among other topics, the application of the rule to proposals related to executive or director comp. Post-shutdown, Corp Fin has now posted several no-action responses that consider […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Executive Compensation, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J
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Behavioral Foundations of Corporate Culture
Talking about corporate culture has become quite popular in the business world. But why should companies care about corporate culture at all? Why do “soft” concepts like culture matter? Can’t companies simply rely on “hard” economic forces—the value of clear and efficient institutional rules and their associated financial incentives? Corporate culture is important because human […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accountability, Behavioral finance, Contracts, Corporate culture, Incentives, Peer groups, Social networks, Transparency
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Everything Old is New Again—Reconsidering the Social Purpose of the Corporation
At a time when trust in US business is at an all-time low, according to the Edelman Trust Barometer, the idea that the corporation should be run solely for the benefi of the shareholders is being questioned, including by large institutional shareholders. In a recent survey of 500 institutional investors, Edelman found that investors are […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Long-Term value, Shareholder primacy, Shareholder value, Short-termism, Sustainability
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Technology and the Boardroom: A CIO’s Guide to Engaging the Board
Because technology is a crucial part of business strategy, boards and CIOs may need to elevate their engagement and collaboration with each other. How can CIOs lead and guide the conversation about technology’s impact on business trajectory? Technology is a strategic imperative in nearly every organization, regardless of industry, sector, or geography. Few companies are […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board communication, Board leadership, Board oversight, Boards of Directors, Cybersecurity, Director qualifications, Firm performance, Innovation, Management, Risk oversight, Shareholder value
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