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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
Lessons From the CBS-NAI Dispute: The Applicability of Rule 14c-2 and the 20-day Waiting Period to Stockholder Actions by Written Consent
Introduction National Amusements, Inc. (“NAI”) owns approximately 80% of the voting shares of CBS Corporation and Viacom Inc., and in early 2018, NAI proposed that CBS and Viacom consider a merger. Each of the boards of CBS and Viacom formed a special committee of independent directors unaffiliated with NAI to consider and potentially negotiate such […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, Delaware cases, DGCL Section 228, Dividends, Dual-class stock, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees
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The Twilight of Enhanced Scrutiny in Delaware M&A Jurisprudence
In Corwin v. KKR Fin. Holdings LLC, the Delaware Supreme Court held that shareholder ratification—in the form of a disinterested, fully informed, uncoerced stockholder vote—in favor of a merger or sale that would otherwise trigger enhanced scrutiny gives rise to the business judgment rule standard of review with respect to post-closing money damages claims for […]
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Posted in Academic Research, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Boards of Directors, Corwin, Delaware articles, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits
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How Common is a Female CEO-CFO Duo?
General Motors (GM) recently appointed Dhivya Suryadevara as its Chief Financial Officer, effective September 1st. The news made many headlines because, in a position that has long been dominated by men, Suryadevara will be the first female CFO at GM. She joins GM’s current female Chief Executive Officer Mary T. Barra, putting General Motors at […]
Click here to read the complete postShareholder Activism: 1H 2018 Developments and Practice Points
1H 2018 Developments (Our data is derived from SharkRepellent and other publicly available sources and reflects global campaigns against US and foreign companies with a market capitalization of more than $500 million.) There was a resurgence in activist campaigns in 1H 2018, after a decrease in 2016-2017. The number of public activist campaigns increased sharply […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Fund performance, Hedge funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting
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The CEO Pay Ratio: Data and Perspectives from the 2018 Proxy Season
It is hard to believe that eight years have passed since the enactment of the Dodd-Frank Act (“DFA”) and its many rules intended to regulate executive compensation. Among the most controversial of these rules is the requirement for public filers to disclose in their annual proxy statements the CEO’s total annual compensation, the total annual […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Management
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Opening Statement at the SEC Open Meeting
Good afternoon. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like to start by welcoming Commissioner Elad Roisman to his first open meeting as a commissioner. The first and only item on the agenda today is a recommendation from the Division of […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital requirements, CFTC, SEC, Securities regulation, Swaps, Swaps entities
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Statement on Commission Action Regarding Capital, Margin, and Segregation Requirements for Security-Based Swap Dealers and Major Security-Based Swap Participants and Capital Requirements for Broker-Dealers
I want to join the Chairman in thanking the staff for the hard work that went into this release. In particular, I would like to thank Mike Macchiaroli, Tom McGowan, Randall Roy, Ray Lombardo, Sheila Swartz, Tim Fox, and Valentina Deng from the Division of Trading and Markets. Ten years ago, the U.S. government pledged […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged AIG, Broker-dealers, Derivatives, Financial regulation, Market efficiency, SEC, SEC rulemaking, Swaps, Transparency
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Statement at Open Meeting on Re-Opening Comment Period for Capital, Margin, and Segregation Requirements for Security-Based Swap Dealers and Major Security-Based Swap
Thank you, Brett, for your presentation. And I would like to express my thanks to all of the staff who worked on this release. I am happy to see this recommendation come before the Commission for our consideration. In 2013, the Commission explained that it would implement the Title VII regulatory framework in stages, starting […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, SEC, Securities regulation, Swaps
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SEC Sanctions Investment Firm for Inadequate Cybersecurity and Identity Theft Prevention Policies
[On September 26, 2018], the Securities and Exchange Commission announced that it had settled charges against an Iowa-based broker-dealer and investment adviser stemming from an April 2016 data breach that compromised at least 5,600 customer accounts. The SEC’s cease-and-desist order charges that the firm had deficient cybersecurity and identity theft prevention programs, in violation of the SEC’s Safeguards Rule (Reg S-P) […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, Compliance & ethics, Cybersecurity, Investment advisers, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement
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Were Reports on the Demise of the Universal Proxy Premature?
The specter of the possible imposition of mandatory universal proxy has long been with us. The SEC apparently considered requiring universal proxies back in 1992 and, in 2014, the Council of Institutional Investors filed a rulemaking petition asking the SEC to reform the proxy rules to facilitate the use of universal proxies in proxy contests. Then, in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director nominations, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots
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