-
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
Should a Board Have a Reputation?
Boards of directors have historically operated behind closed doors, unseen and unknown to the outside world. If you asked a director whether they think their board should have a public reputation— one that is distinct from the company—most would respond with a resounding no. However, proprietary research conducted by Edelman concludes that a board of […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Board independence, Board oversight, Board performance, Boards of Directors, Reputation, Risk management, Social capital
Comments Off on Should a Board Have a Reputation?
Cash America and the Structure of Bondholder Remedies
On September 19, 2016, the Southern District of New York released its opinion in Wilmington Savings Fund FSB v. Cash America International Inc. At issue was a claim by Wilmington Savings, the trustee on a $300 million bond issued by Cash America some years prior, that Cash America had breached one of its covenants by […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Court Cases, Securities Litigation & Enforcement
Tagged Bondholders, Bonds, Covenants, Debt contracts, Debtor-creditor law, Securities litigation
Comments Off on Cash America and the Structure of Bondholder Remedies
What Directors Need to Include in Effective Appraisal Notices
A recent Delaware Court of Chancery opinion serves as a stark reminder of the information that must be included in appraisal notices delivered pursuant to Section 262 of the Delaware General Corporation Law. As explained in the opinion, merely providing notice of a merger and the existence of appraisal rights is not sufficient. Rather, appraisal […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Appraisal rights, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
Comments Off on What Directors Need to Include in Effective Appraisal Notices
2018 Proxy Season Review
This proxy season we are seeing enhanced disclosure around board composition, gains in board gender diversity and more companies disclosing investor engagement. These changes reflect shared goals between companies and institutional investors around the benefits of having a diverse board aligned to corporate strategy and key risks. At the same time, more investors are using […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Diversity, Engagement, ESG, Executive Compensation, Say on pay, Shareholder proposals, Shareholder voting
Comments Off on 2018 Proxy Season Review
Ratings that Don’t Rate: The Subjective World of ESG Ratings Agencies
As the trend of Environmental, Social, and Governance (“ESG”) investing has risen, so too has the influence and relative importance of ESG rating agencies. With an increasing focus on social corporate responsibility, the ability to project a positive image around ESG-related topics is critical. As such, more companies have begun making select and unaudited disclosures […]
Click here to read the complete postThe Rise of the Net-Short Debt Activist
The market for corporate debt does not immediately lend itself to the same kind of “activism” found in equity markets. Bondholders, unlike shareholders, do not elect a company’s board or vote on major transactions. Rather, their relationship with their borrower is governed primarily by contract. Investors typically buy corporate debt in the hope that, without […]
Click here to read the complete postJOBS Act 3.0
On July 17, 2018, the U.S. House of Representatives overwhelmingly passed, by a vote of 406-4, bipartisan financial reform legislation titled the “JOBS and Investor Confidence Act of 2018,” frequently referred to as JOBS Act 3.0. The JOBS Act 3.0 builds upon the 2012 Jumpstart Our Business Startups (“JOBS”) Act, and on the Fixing America’s […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Capital markets, Disclosure, Exchange Act, Investment advisers, IPOs, JOBS Act, Mergers & acquisitions, Securities Act, US House, Venture capital firms
Comments Off on JOBS Act 3.0
The Rise and Fall (?) of the Berle-Means Corporation
A description of a separation of ownership and control in America’s largest companies was the best-known feature of Adolf Berle and Gardiner Means’ renowned 1932 book The Modern Corporation and Private Property. Diffuse share ownership and the managerial autonomy which tends to follow on from it would become hallmarks of American corporate governance. Explaining why […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Blockholders, Boards of Directors, Corporate forms, Entrenchment, Index funds, Institutional Investors, Ownership structure, Shareholder activism
Comments Off on The Rise and Fall (?) of the Berle-Means Corporation