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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
Weekly Roundup: August 3-9, 2018
SEC Liability for Social Media Violations Posted by Michael W. McGrath, Pablo J. Man, and Britney E. Ryan, K&L Gates LLP, on Friday, August 3, 2018 Tags: Information environment, Investment advisers, Investment Advisers Act, Reputation, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media The Regulation of Proxy Advisors Posted by Steve Seelig and Puneet Arora, Willis Towers Watson, on Friday, August 3, 2018 Tags: Corporate Governance […]
Click here to read the complete postShould 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 […]
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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
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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 […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Court Cases, Securities Litigation & Enforcement
Tagged Bondholders, Bonds, Covenants, Debt contracts, Debtor-creditor law, Securities litigation
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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 […]
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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
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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 […]
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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
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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 […]
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