-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Standard of Review for Dell’s IPO
Dell Technologies Inc. (Dell) has been planning to eliminate its tracking stock (Class V common; NYSE: DVMT) through a merger with a wholly-owned subsidiary that effectively converts the outstanding DVMT shares into a new class of publicly traded Dell common stock. Each DVMT share (which collectively track about half of VMware Inc. ) will be […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Carl Icahn, Dell, Fairness review, Hedge funds, IPOs, Mergers & acquisitions, Securities regulation, Shareholder activism, Shareholder meetings, Shareholder voting
Comments Off on The Standard of Review for Dell’s IPO
Women in the Boardroom and Cultural Beliefs about Gender Roles
In our study, we ask whether cultural beliefs about gender roles can help explain variation in the representation (or lack thereof) of women in corporate leadership roles. Female corporate leadership varies a good deal across firms, both internationally, and in the U.S. As examples, during the period 2000-2016, in an international sample of 42 countries, […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Boards of Directors, Corporate culture, Diversity, International governance, Labor markets, Management, Manager characteristics
Comments Off on Women in the Boardroom and Cultural Beliefs about Gender Roles
Implementing Internal Controls in Cyberspace—Old Wine, New Skins
On October 16, 2018, the SEC issued a Section 21(a) investigative report (the “Report”), cautioning public companies to consider cyber threats when designing and implementing internal accounting controls. The Report arose out of an investigation focused on the internal accounting controls of nine public companies that were victims of “business email compromises” in which perpetrators […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Cybersecurity, Internal auditors, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on Implementing Internal Controls in Cyberspace—Old Wine, New Skins
A Brief Survey of Environmental, Social, and Governance Disclosure in Canada
Regulators, investors, and other stakeholders have increased their expectations of board oversight and disclosure on environmental, social and governance (ESG) matters. Quality of ESG disclosure will be a factor in recommendations by proxy advisory firms. Enhancing ESG disclosure (particularly, climate-related risks) should be a management priority. As 2018 draws to a close, certain recent developments, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting standards, Canada, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Securities regulation, Sustainability
Comments Off on A Brief Survey of Environmental, Social, and Governance Disclosure in Canada
Drafting Considerations from the MAC Decision
In Akorn v. Fresenius (Oct. 1, 2018), the Delaware Court of Chancery found for the first time ever that a target company had suffered a “material adverse effect” (MAC) between the signing and closing of a merger agreement, which entitled the acquiror to terminate the agreement. The 246-page opinion by Vice Chancellor Laster also serves […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Compliance and disclosure interpretation, Contracts, Covenants, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions
Comments Off on Drafting Considerations from the MAC Decision
Reforming the Community Reinvestment Act Regulatory Framework
The undersigned Members of Congress serve on the House Committee on Financial Services and are part of the New Democrat Coalition, an organization of forward-thinking Democrats who are committed to pro-economic growth and pro-innovation policies supporting Main Street workers and entrepreneurs. We recognize the Community Reinvestment Act’s (“CRA”) regulatory framework is due for modernization and […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials
Tagged Banks, Capital formation, Community Reinvestment Act, Credit supply, Financial institutions, Financial regulation, OCC, Small firms, US House
Comments Off on Reforming the Community Reinvestment Act Regulatory Framework
MFW’s “Ab Initio” Requirements for Business Judgement Rule Review
In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). In MFW, the Court held that the business judgment rule—rather than the entire fairness standard—applies to a controlling stockholder transaction if such transaction is conditioned “ab initio,” or at the beginning, upon approval of both […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Business judgment rule, Class actions, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Duty of care, Going private, MFW, Securities regulation, Special committees
Comments Off on MFW’s “Ab Initio” Requirements for Business Judgement Rule Review
The Perils of Dell’s Low-Voting Stock
Dell Technologies Inc. (“Dell”) is planning a “backdoor-IPO” transaction that would bring it back to the public market with a multiclass structure. In a short paper we recently placed on SSRN, The Perils of Dell’s Low-Voting Stock, we identify and analyze three governance risks and costs that Dell’s IPO structure would create for public investors […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, HLS Research, Securities Regulation
Tagged Agency costs, Charter & bylaws, Controlling shareholders, Dell, Dual-class stock, Entrenchment, IPOs, Long-Term value, Management, Minority shareholders, Ownership structure, Public firms, Risk, Shareholder power, Shareholder value
2 Comments
The Proxy Process Roundtable
Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the process were perfect, we would not be here today [Nov. 15, 2018]. The topics on […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fund managers, Glass Lewis, Index funds, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on The Proxy Process Roundtable
Weekly Roundup: November 9-15, 2018
Emerging Practice in Long-Term Plans Posted by Brian Tomlinson, CECP, on Friday, November 9, 2018 Tags: Board monitoring, Capital allocation, Disclosure, Engagement, ESG, Human capital, Information asymmetries, Information environment, Long-Term value, Management, Risk management, Shareholder value, Short-termism, Stakeholders Glass Lewis’ Shareholder Initiative Guidelines Posted by Courteney Keatinge, Glass, Lewis & Co., on Friday, November 9, 2018 Tags: Clawbacks, Disclosure, Diversity, Environmental disclosure, ESG, Executive Compensation, Glass Lewis, Materiality, Proxy advisors, Risk oversight, Shareholder proposals, Shareholder voting, Written consent Decoding Quant ESG Posted by Mike Chen, […]
Click here to read the complete post