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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
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- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Cyber-Fraud Controls and the SEC
On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud. The report described the SEC Division of Enforcement’s investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Cybersecurity, Exchange Act, Exchange Act s.21, Risk, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Bouncing Back from a Low Say-On-Pay Vote
If your company’s say-on-pay (SOP) vote received less than 80% support, you will need to respond appropriately in next year’s proxy or face even lower support and, possibly, vote recommendations against directors. And if the SOP vote received less than 50% support, your response will be even more critically evaluated. The two major proxy advisory […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Engagement, Executive Compensation, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Say on pay, Shareholder voting
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Do Insiders Time Management Buyouts and Freezeouts to Buy Undervalued Targets?
Conflicts of interest arise in management buyouts (MBOs) and freezeouts: the acquirers (managers and controlling shareholders) have an incentive to pay the lowest price to selling shareholders, despite having a fiduciary duty to them. Such conflicts of interest could lead to unfair treatment of public shareholders. For instance, in the buyout of the Dell Inc. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Buyouts, Conflicts of interest, Controlling shareholders, Fair values, Firm valuation, Freezeouts, Inside information, Investor protection, Management, Market timing, Target firms
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The DOJ’s New Corporate Monitor Policy
On October 12, 2018 in remarks made at the NYU School of Law Program on Corporate Compliance and Enforcement’s Conference on Achieving Effective Compliance, Assistant Attorney General for the U.S. Department of Justice Criminal Division Brian A. Benczkowski announced a new guidance memorandum: Selection of Monitors in Criminal Division Matters (“2018 Monitor Memorandum”). The 2018 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Compliance & ethics, Corporate crime, Corporate culture, Deferred prosecution agreements, DOJ, Misconduct, Non-prosecution agreement, Securities enforcement
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Shareholder-Driven Corporate Governance
In the decade since the global financial crisis, shareholders have asserted more and more control in public corporations, no longer content to play the part of the passive owner. In response to this pressure, law makers continually confront the question of what additional rights shareholders should be afforded. This issue similarly invites us all to […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Contracts, Engagement, Institutional Investors, Retail investors, Securities regulation, Shareholder activism, Shareholder power, Shareholder rights, Shareholder voting
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The Law Office (LO) and Compliance Officer (CO): Status, Function, Liabilities, and Relationship
The emerging position of Compliance Officers (COs) poses issues concerning their status and relations to Law Officers (LOs). Both professionals deal with law, However, LO’s position is recognized and established. Compliance is a recently recognized profession. Moreover, their services differ. LOs advise and represent their institutions in legal matters. COs monitor their institutions’ activities for […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Compliance & ethics, Compliance officer, Confidentiality, Corporate culture, Legal history, Liability standards, Risk management, Securities regulation
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Clarifying MFW’s ab initio Condition
The Delaware Supreme Court has clarified that controlling stockholder take-private transactions will be reviewed under the business judgment rule, rather than the less deferential entire fairness standard, if the controlling stockholder self-disables by committing to special committee and majority-of-the-minority approval before “economic negotiations” take place, even if the controlling stockholder fails to do so in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, MFW, Special committees
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Weekly Roundup: October 26-November 1, 2018
Effective Board Evaluation Posted by Steve Klemash, Rani Doyle, and Jamie C. Smith, EY Center for Board Matters, on Friday, October 26, 2018 Tags: Board evaluation, Board monitoring, Board oversight, Board performance, Boards of Directors, Long-Term value, Oversight 2018 CPA-Zicklin Index Posted by Bruce F. Freed, Karl Sandstrom, Dan Carroll, and Caitlin Moniz, Center for Political Accountability, on Friday, October 26, 2018 Tags: Accountability, Boards of […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Comment Letter in Advance of SEC Staff Roundtable on the Proxy Process
This submission is in response to Chairman Clayton’s July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that focused on additional disclosures by investment advisers to mutual […]
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