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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
Books and Records Access for Terminated Directors
In Schnatter v. Papa John’s (Jan. 15, 2019), the Delaware Court of Chancery ruled that a director had the right, under DGCL Section 220, to inspect the corporate books and records that related to the board’s determination to seek to sever ties with him. The board of Papa John’s International, Inc. (the “Company”) had terminated […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Management, Misconduct, Ousting directors, Reputation, Securities litigation
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Weekly Roundup: February 8-14, 2019
Securities Class Action Filings—2018 Year in Review Posted by Alexander “Sasha” Aganin and John Gould, Cornerstone Research, on Friday, February 8, 2019 Tags: Class actions, International governance, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities fraud, Securities litigation, U.S. federal courts Public Markets for the Long Term: How Successful Listed Companies Thrive Posted by Sarah Williamson, FCLTGlobal, on Friday, February 8, 2019 Tags: Accounting, Board composition, Board dynamics, Board […]
Click here to read the complete postCapitalism at an Inflection Point
Dissatisfaction with corporations is near the top of the political agenda for both the left and for the right. The Accountable Capitalism Act, a bill that would make all corporations with $1 billion or more of annual revenue subject to a federal corporate governance regime (by requiring them to be chartered as a United States […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accountability, Accountable Capitalism Act, Boards of Directors, Capital markets, Compensation ratios, Employees, Long-Term value, New Paradigm, Shareholder value, Stakeholders, Stewardship
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A Touch of Class: Investors Can Take or Leave Classified Boards
Classified or staggered boards may be the norm in some markets, but they are generally not seen as part of corporate governance best practice. In the US, in particular, the tide of opinion is turning against them. Their opponents argue that, by only putting a part of the board up for re-election each year, they […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board declassification, Boards of Directors, Classified boards, Entrenchment, Institutional Investors, Shareholder proposals, Shareholder voting
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Firms’ Innovation Strategy under the Shadow of Analyst Coverage
Long-term growth in profits depends significantly on firms’ investment in innovation activities. However, firms may not invest in innovation in an optimal way. Some distortions arise because the decisions as to whether and how to invest in innovation are not only affected by their long-term expected benefits but also by other considerations. Among the factors […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Analyst forecasts, Incentives, Information asymmetries, Information environment, Innovation, Management, Mergers & acquisitions, R&D, Stock analysts
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Guidance on Books-and-Records Inspection Rights
The Delaware Supreme Court this week offered important guidance on stockholders’ rights to inspect corporate books and records. KT4 Partners LLC v. Palantir Techs., Inc., No. 281, 2018 (Del. Jan. 29, 2019). The case involved a stockholder’s demand under Section 220 of the Delaware General Corporation Law to obtain documents to investigate suspected wrongdoing by Palantir’s board. The […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL, DGCL Section 220, Forum selection, Securities litigation, Shareholder suits
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Public Letter following SEC Proxy Process Roundtable
We, the undersigned publicly traded companies, want to thank you for conducting the Roundtable on the Proxy Process on November 15, 2018. The U.S. proxy process is critical to public company governance, and we appreciate the Commission’s recognition that areas within the process need to be reformed. These issues have real effects on the economy, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Engagement, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder communications, Shareholder proposals, Shareholder voting, Transparency
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Is There a First-Drafter Advantage in M&A?
Does the party that provides the first draft of a merger agreement get better terms as a result? There is considerable lore among transactional lawyers on this question, yet it has never been examined empirically. In a recent article, Is There a First-Drafter Advantage in M&A?, we develop a novel dataset of drafting practices in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged 401(k), Adverse effects, Agency costs, Contracts, Efficiency, Go-shop, Merger litigation, Mergers & acquisitions, Termination fees
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The Road Ahead for Shareholder Activism
Notwithstanding that shareholder activist funds themselves continue to have below-market returns, shareholder activism continues to expand and intensify. While many commentators have cited 2018 as a “record year” for activism in terms of number of campaigns, capital deployed, number of activists involved, first-time activists, and board seats obtained, the growth of activism from 2017 to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Boards of Directors, E.U. Fund Manager Directive, Earnings management, Engagement, ESG, F&C Management, Fund managers, Hedge funds, Institutional Investors, Management, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting
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Statement on Shareholder Proposals Seeking to Require Mandatory Arbitration Bylaw Provisions
The issue of mandatory arbitration provisions in the bylaws of U.S. publicly-listed companies has garnered a great deal of attention. As I have previously stated, the ability of domestic, publicly-listed companies to require shareholders to arbitrate claims against them arising under the federal securities laws is a complex matter that requires careful consideration. On various […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, New Jersey, No-action letters, Rule 14a-8, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Shareholder proposals, State law
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