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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
JOBS 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 […]
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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
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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 […]
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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
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Structuring Discretion for Clawbacks
The continuing stream of corporate wrongdoing and risk failures—at Wells Fargo & Co., Volkswagen AG, Equifax, Uber Technologies, Mylan, and others—gives new urgency to two questions: Should boards have broader policies for triggering compensation adjustments, forfeitures, and repayment of past compensation—generally referred to as recoupments or clawbacks—when corporate harm is demonstrated? How should boards exercise […]
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Posted in Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Clawbacks, Corporate crime, Corporate fraud, Corporate liability, Executive Compensation, Misconduct, Securities enforcement, Securities litigation, Shareholder suits
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Recent Developments Relating to Corporate Governance
Despite a political agenda packed with important issues like tariffs, immigration and a Supreme Court nomination, there have been a number of recent federal and state legislative developments relating to public company corporate governance topics that are of interest. In particular, the Senate Banking Committee has recently considered bills relating to the role of proxy […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Corporate Governance Reform and Transparency Act, Cybersecurity, Delaware law, Disclosure, Glass Lewis, ISS, Proxy advisors, Repurchases, Rule 10b-18, Securities regulation, State law, Sustainability, US House, US Senate
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Private Equity Liability Under European Law
On July 12, 2018, the General Court of the European Union dismissed Goldman Sachs’s appeal of a decision finding it jointly and severally liable for the cartel conduct of a portfolio company held by funds controlled by Goldman Sachs. The General Court confirmed that the presumption that a parent company “exercises decisive influence” over a […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Antitrust, Europe, European Commission, Goldman Sachs, International governance, Liability standards, Mergers & acquisitions, Private equity
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The Regulation of Proxy Advisors
Recently, the Senate Committee on Banking, Housing and Urban Affairs held a hearing on various legislative proposals aimed at improving corporate governance, including the Corporate Governance Reform and Transparency Act, H.R. 4015, that would regulate the activities of proxy advisory firms like Institutional Shareholder Services (ISS) and Glass Lewis. This hearing is the latest step in […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Corporate Governance Reform and Transparency Act, Glass Lewis, Institutional Investors, Institutional voting, ISS, No-action letters, Pension funds, Proxy advisors, SEC, Securities regulation, US House, US Senate
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SEC Liability for Social Media Violations
On July 10, 2018, the Securities and Exchange Commission (the “SEC”) reaffirmed the application of the securities laws to social media use. Specifically, the SEC published five settlement orders (the “Settlements”) arising from alleged violations of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and Rule 206(4)-1(a)(1) thereunder (the “Testimonial Rule”). Notably, the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Information environment, Investment advisers, Investment Advisers Act, Reputation, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media
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Weekly Roundup: July 27-August 2
IPO Governance Survey 2018 Posted by Michael Kaplan, Joseph Hall and Sophia Hudson, Davis Polk & Wardwell LLP, on Friday, July 27, 2018 Tags: Boards of Directors, Capital formation, Controlling shareholders, Dual-class stock, IPOs, Listing standards, Securities regulation, Shareholder voting, Small firms Gender Diversity and Board Quotas Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, July 27, 2018 […]
Click here to read the complete postShareholder Proposal Developments During the 2018 Proxy Season
As discussed in further detail below, based on the results of the 2018 proxy season, there are several key takeaways to consider for the coming year: Shareholder proposals continue to be used by certain shareholders and to demand significant time and attention. Although the overall number of shareholder proposals submitted decreased 5% to 788, the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, ESG, No-action letters, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Partial Disclosures and the Corwin Doctrine
On July 9, 2018, the Delaware Supreme Court held in Morrison v. Berry that Corwin business judgment review will not apply to stockholder-approved transactions when “partial and elliptical” disclosures leave stockholders less than fully informed. This decision, which reversed a dismissal by the Court of Chancery, serves as a court-described “cautionary reminder” that disclosures to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Business judgment rule, Corwin, Delaware cases, Delaware law, DGCL Section 220, Discovery, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting
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