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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
Second Corwin Denial Due to Restatement Process
The Delaware Court of Chancery recently denied Corwin cleansing in a case involving the sale of a public company while it was engaged in a restatement of its prior audited financial statements. See In re Tangoe, Inc. S’holders Litig., C.A. No. 2017-0650-JRS (Del. Ch. Nov. 20, 2018). If this sounds familiar, that is because it […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Corwin, Delaware cases, Delaware law, Financial reporting, Merger litigation, Mergers & acquisitions, Restatements, Schedule 14D
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Material Adverse Effect Clauses and the Delaware Supreme Court
[On December 7,] the Delaware Supreme Court issued a three-page order in Akorn, Inc. v. Fresenius Kabi AG, No. 535, 2018 (Del. Dec. 7, 2018), affirming the Court of Chancery’s 246-page opinion finding that Fresenius Kabi AG validly terminated its merger with Akorn, Inc., based on the existence of a material adverse effect (MAE). The affirmance confirms […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisition agreements, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Securities regulation, Shareholder suits
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Some Thoughts for Boards of Directors in 2019
In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader context of rapidly changing political and social norms and increasing divisiveness across many planes of the social contract. The exponential widening of income inequality, the increasing sense […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Asset management, Board communication, Board composition, Board leadership, Board oversight, Boards of Directors, Engagement, Management, New Paradigm, Risk management, Shareholder activism, Shareholder voting, Stakeholders, Stewardship
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Remarks to the SEC Investor Advisory Committee
Thank you, Anne (Sheehan). Good morning everyone. I would like to thank the Committee members and the panelists for taking the time to engage on the topics on today’s [December 13, 2018] agenda. I understand that the planned discussion regarding disclosures on human capital will be postponed to a later date. I believe that the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Arbitration, Asset management, Disclosure, Environmental disclosure, ESG, Investor protection, Reporting regulation, Securities regulation, Sustainability
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Common Ownership: The Investor Protection Challenge of the 21st Century
Thank you so much, Scott [Hemphill], for that incredibly kind introduction. It’s a real honor to be here with you—and to be invited to testify before the Federal Trade Commission (FTC). I share your commitment to making sure our markets are competitive and fair for all Americans. And I’m delighted that the FTC has convened […]
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Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Agency costs, Antitrust, Boards of Directors, Common ownership, Index funds, Institutional Investors, Institutional voting, Investor protection, Market efficiency, Ownership, SEC, Securities regulation, Shareholder voting
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Weekly Roundup: December 7-13, 2018
Opening Remarks at the Municipal Securities Conference Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, December 7, 2018 Tags: Disclosure, Financial reporting, Information environment, Municipal securities, Retail investors, SEC, Securities regulation, Transparency SEC Rulemaking Over the Past Year, the Road Ahead and Challenges Posed by Brexit, LIBOR Transition and Cybersecurity Risks Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, […]
Click here to read the complete postWashington Update—Proxy Process Focus Continues
Following the SEC Proxy Roundtable last month, the Senate Committee on Banking, Housing, and Urban Development held a hearing on Proxy Process and Rules: Examining Current Practices and Potential Changes. The December 6th hearing allowed Senators to hear from, and question, witnesses on what could and should be done to improve the proxy process. Specific legislation was […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, ESG, Glass Lewis, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Governance Under the Gun: Spillover Effects of Hedge Fund Activism
Hedge fund activism has become pervasive in today’s corporate landscape. In response to activist demands, targeted firms have been shown to improve governance (e.g., raising shareholder payout) and performance (e.g., boosting return on assets and asset utilization). These positive effects often come at the expense of managers and directors who see a sharp drop in their […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Boards of Directors, Firm valuation, Hedge funds, Institutional Investors, Shareholder activism, Target firms
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Preparing for the 2019 Reporting Season
With 2018 quickly drawing to a close, attention now turns to preparing for the 2019 reporting season. As always, there are a number of compliance “musts” to focus on, as well as items that can be addressed in 2018 to make 2019 a little easier. Determine Your Status as an Issuer The U.S. Securities and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Cybersecurity, Disclosure, Diversity, Engagement, ESG, Executive Compensation, Financial reporting, Form 10-K, Proxy disclosure, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings
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Testimony on Oversight of the U.S. Securities and Exchange Commission
Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or Agency). Chairing the Commission is a great privilege, and I am fortunate to be able to observe firsthand the incredible work […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Audits, Brexit, Capital formation, Cybersecurity, Engagement, Institutional Investors, Investor protection, LIBOR, Proxy voting, Risk management, Sarbanes–Oxley Act, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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