-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Semi-Public Offerings? Pushing the Boundaries of Securities Law
The 1933 Securities Act struck a simple bargain: the wealthy get to invest in risky private companies, while the general public can invest only in publicly traded securities. For 75 years, that bargain has held. For whatever reason—whether because the wealthy are savvier investors or because their wealth gives them the requisite cushion to absorb […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, ICOs, Risk, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
Comments Off on Semi-Public Offerings? Pushing the Boundaries of Securities Law
Shedding Light on Diversity-Based Shareholder Proposals
Environmental, social and governance (ESG) proposals voice shareholder concerns about topics including, but not limited to, climate change disclosure, lobbying and political campaign contributions, gender pay equity and employment diversity. According to a recent Equilar study, at least 200 ESG shareholder proposals were voted on each year from 2015 to 2017, combining for a total of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Institutional Investors, Shareholder proposals, Shareholder voting
Comments Off on Shedding Light on Diversity-Based Shareholder Proposals
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 […]
Click here to read the complete post
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
Comments Off on Lessons From the CBS-NAI Dispute: The Applicability of Rule 14c-2 and the 20-day Waiting Period to Stockholder Actions by Written Consent
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 […]
Click here to read the complete post
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
Comments Off on The Twilight of Enhanced Scrutiny in Delaware M&A Jurisprudence
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 […]
Click here to read the complete post
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
Comments Off on Shareholder Activism: 1H 2018 Developments and Practice Points
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Management
Comments Off on The CEO Pay Ratio: Data and Perspectives from the 2018 Proxy Season
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 […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital requirements, CFTC, SEC, Securities regulation, Swaps, Swaps entities
Comments Off on Opening Statement at the SEC Open Meeting
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 […]
Click here to read the complete post
Posted in Financial Regulation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged AIG, Broker-dealers, Derivatives, Financial regulation, Market efficiency, SEC, SEC rulemaking, Swaps, Transparency
Comments Off on 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
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 […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, SEC, Securities regulation, Swaps
Comments Off on 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