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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
A Capitalist’s Solution to the Problem of Excessive Buybacks
We may not need a government solution to the issue of excessive corporate stock buybacks. We most certainly do not need the solution proposed by Senators Chuck Schumer and Bernie Sanders, requiring companies to adopt minimum wage requirements for hourly workers before buying back stock. What we need is a capitalist solution, removing misaligned incentives, […]
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Posted in Boards of Directors, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Executive Compensation, Incentives, Innovation, Long-Term value, Moral hazard, R&D, Repurchases, Shareholder value, Stock performance, US Senate
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Go-Shops Revisited
Until approximately 2005, the traditional sale process for U.S. public companies involved a broad market canvass and a merger agreement with the winning bidder, followed by a “no shop” obligation for the seller between the signing and the closing of the merger. In the mid-2000s, however, the introduction of the “go-shop” technology turned this standard […]
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Posted in Academic Research, Empirical Research, HLS Research, Mergers & Acquisitions, Private Equity
Tagged Appraisal rights, Bidders, Conflicts of interest, Deal protection, Go-shop, Management, Mergers & acquisitions, Private equity, Shareholder value, Termination fees
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Weekly Roundup: February 15-21, 2019
Books and Records Access for Terminated Directors Posted by Gail Weinstein, Brian T. Mangino, and Randi Lally, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, February 15, 2019 Tags: Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Management, Misconduct, Ousting directors, Reputation, Securities litigation Board Diversity by U.S. Region Posted by Brianna Ang, Equilar, Inc., on Saturday, February 16, 2019 […]
Click here to read the complete postSocial Responsibility and Enlightened Shareholder Primacy: Views from the Courtroom and Boardroom
There is an ongoing debate about the role that publicly traded for-profit business corporations should play in addressing a broad range of problems confronting our world today. Many issues fall under the ESG label—meaning they are environmental, social and/or governance-related in nature. Investors, as well as interest groups with varying agendas, have joined in this […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Delaware law, Environmental disclosure, ESG, Long-Term value, Shareholder primacy, Shareholder proposals, Shareholder value, Shareholder voting, Sustainability
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REIT M&A: Use and Overuse of Special Committees
Special committees are often an indispensable tool in conflict transactions. In REIT management-buyout transactions, a well-functioning and well-advised committee can sometimes shield directors and managers from after-the-fact litigation exposure. But special committees are not one-size-fits-all, and can also be deployed to the detriment of a company and its shareholders. Forming a special committee when not […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Buyouts, Conflicts of interest, Deal protection, Management, Mergers & acquisitions, Negotiation, REITs, Shareholder value, Special committees
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The NYC Comptroller’s New Normal?
Post-shutdown, the SEC is starting to catch up on no-action requests to exclude shareholder proposals, posting several new entries at the end of last week. While most of the responses reflected withdrawals of requests in light of withdrawal of the subject proposal, one of the more interesting withdrawal letters relates to a decision to include […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Climate change, ESG, Institutional Investors, Long-Term value, New York, No-action letters, Pension funds, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals, Sustainability
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Mandatory Securities Arbitration Under New Jersey Corporate Law
Under New Jersey corporate law, may a corporation adopt a mandatory arbitration provision in its bylaws that would require shareholders to bring federal securities law claims via separate individual arbitration? The issue is squarely raised by a recent shareholder proposal at Johnson & Johnson, a New Jersey corporation, that asks the board to adopt such […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Arbitration, Charter & bylaws, Class actions, Contracts, Exchange Act, Rule 10b-5, Section 11, Securities enforcement, Securities fraud, Securities litigation, State law
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The Ashland-Cruiser Proxy Contest—A Case Study
Following a contentious two-year campaign, Ashland recently settled its proxy contest with Cruiser after reaching an agreement with Neuberger Berman, an active manager and 2.8% holder. Ashland agreed to refresh committee leadership, appoint a new lead independent director, and add two new directors with Neuberger’s input. This was a highly unusual development, as active managers […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Proxy contests, Settlements, Shareholder activism, Shareholder nominations, Shareholder voting
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Investor Engagement and Activist Shareholder Strategies
It’s not your imagination: shareholders and activists have asserted themselves more in recent years. For better or worse, activists are more numerous and more diverse than they were in the past, both in their agendas and their methods. This reinforces the need for management, with the board’s oversight and guidance, to engage with shareholders proactively, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board monitoring, Boards of Directors, Engagement, Institutional Investors, International governance, Long-Term value, Management, Shareholder activism, Short-termism
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