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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
Do Private Equity Funds Manipulate Reported Returns?
In our article, Do Private Equity Funds Manipulate Reported Returns? we examine the evidence on performance manipulation by buyout and venture funds. Our study is motivated by the potential incentive for general partners (GPs) of a fund to exaggerate performance to attract limited partners (LPs) to a follow-on fund. We consider if there is evidence […]
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Posted in Academic Research, Empirical Research, Private Equity, Securities Regulation
Tagged Conflicts of interest, Fund managers, Fund performance, Incentives, Misreporting, Mutual funds, Peer groups, Private equity, Reporting regulation, Reputation, Signaling, Venture capital firms
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A Series of Avoidable Missteps: Fiduciary Breaches in Connection with the Sale of a Company
Avago Technologies Wireless (USA) Manufacturing Inc. acquired PLX Technologies, Inc. for $6.50 per share in cash. After the $300 million merger closed, certain former PLX stockholders sued for damages, alleging that the PLX directors had breached their fiduciary breaches, aided and abetted by both Potomac Capital Partners II, L.P. (a hedge fund that is an […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Shareholder activism
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The Role of the Lead Independent Director
Often referred to as “Lead Independent Director” (LID), “senior independent director” or sometimes “independent deputy chair”, the LID plays an essential and indispensable role on the board. Legal & General Investment Management (LGIM) expects all companies to appoint a LID, whether or not such a role is incorporated within national corporate governance codes. Where the […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board independence, Board leadership, Board performance, Boards of Directors, Director nominations, Director qualifications, Engagement, Management, Non-executive chairman
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Retail, Remedies, Resources and Results: Observations From the SEC Enforcement Division 2018 Annual Report
On November 2, the SEC’s Enforcement Division released its annual report detailing the facts and figures of its enforcement efforts in fiscal year 2018. At first blush, this year’s report looks strikingly similar to those from recent years, as the headline numbers in most categories are nearly indistinguishable from 2015, 2016, and 2017. This consistency may be […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, FCPA, Investor protection, Retail investors, SEC, SEC enforcement, SEC investigations, Securities regulation, Sentencing guidelines, Settlements
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The Effects of CEO Ownership on Total Shareholder Return
As Amazon and Apple hit the $1 trillion valuation mark, there has been some speculation as to which company will be next. Despite reaching a market cap of $1 trillion, Apple and Amazon are very different in terms of CEO ownership stakes. Apple’s Tim Cook owns less than 1% of Apple stock, whereas Jeffrey Bezos of […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Compensation ratios, Equity-based compensation, Executive Compensation, Firm performance, Management, Ownership, Shareholder value, TSR
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Weekly Roundup: November 16-22
The Proxy Process Roundtable Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Friday, November 16, 2018 Tags: Disclosure, Fund managers, Glass Lewis, Index funds, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting The Perils of Dell’s Low-Voting Stock Posted by Lucian A. Bebchuk (Harvard Law School) and Kobi Kastiel (Tel Aviv University), on Friday, November 16, 2018 Tags: Agency costs, Charter & […]
Click here to read the complete post“Reasonable Efforts” Clauses in Delaware: One Size Fits All, Unless…
Akorn Found In Vice Chancellor J. Travis Laster’s recent opinion in Akorn, Inc. v. Fresenius Kabi AG, he discusses (on pages 212-216) the general subject of “efforts” clauses in contracts governed by Delaware law. The court’s discussion appears to conclude that, for Delaware contract law purposes, at least among “efforts” clauses that expressly incorporate a “reasonableness” component, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination
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Statement of Record for SEC Roundtable on the Proxy Process
Glass Lewis appreciates the opportunity to submit this statement for the record as part of the SEC Roundtable on the Proxy Process, scheduled to be held on November 15, 2018 (“Roundtable”). Founded in 2003, Glass Lewis is a leading, independent governance services firm that provides proxy research and vote management services to more than 1,300 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Glass Lewis, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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What Happened at the SEC’s Proxy Process Roundtable?
At last week’s proxy process roundtable, three panels, each moderated by SEC staff, addressed three topics: proxy voting mechanics and technology—how can the accuracy, transparency and efficiency of the proxy voting and solicitation system be improved? shareholder proposals—exploring effective shareholder engagement, experience with the shareholder proposal process, and related rules and SEC guidance proxy advisory […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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