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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
Corporate Disobedience
From Uber to “legalized” marijuana businesses, examples of companies pushing or even transgressing legal boundaries are ubiquitous. Corporate law takes a dim view of law breaking, enabling the chartering of corporations only for a lawful purpose and denying business judgment rule protection for knowing violations of the law. The legal literature has not been as […]
Click here to read the complete postShareholder Rejection of Chair-CEO Separation
Since the introduction of Say on Pay, shareholders have maintained a larger degree of influence over CEO compensation. The ability to vote in an advisory capacity on CEO compensation strengthened the voice of shareholders. However, a particularly interesting case arises when the CEO occupies the position of the chair of the board. Potentially, this could […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board independence, Boards of Directors, Lead directors, Management, Shareholder proposals, Shareholder voting
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Back in the Groove
Merger madness, flush balance sheets and the integration of environmental, social, and governance (ESG) issues into mainstream activism in the first half of the year mean 2018 should be set for record levels of activism. Note: All data as of June 30. Activism looks poised for another record year in 2018. By the end of […]
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Posted in Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged ESG, Hedge funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy contests, Shareholder activism, Sustainability
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Brexit Update: Keeping Track of the Moving Pieces
The second anniversary of the Brexit referendum is upon us, an entirely inconclusive meeting between Prime Minister Theresa May and her fellow members of the European Council has just ended, and the proverbial clock continues to count down to the October deadline for an exit deal and the March 2019 exit date. Yet, if anything […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Brexit, Cross-border transactions, EU, Europe, Financial regulation, International governance, Securities regulation, UK
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Successful CFIUS Monitorships
This post describes critical considerations for a successful monitorship of mitigating controls required by the Committee on Foreign Investments in the United States (“CFIUS” or the “Committee”). CFIUS is an interagency US Government committee that reviews Foreign Direct Investment (“FDI”) into the United States to identify and address any consequent national security risks. Growing concern […]
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Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, CFIUS, Cybersecurity, International governance, Oversight, Risk management
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The Virtue of Common Ownership in an Era of Corporate Compliance
“Common ownership” describes a structure in which a small group of large institutional investors—such as BlackRock, Vanguard, State Street Advisors and Fidelity—have significant ownership in horizontal competitors. Between 1980 and 2012 common ownership rates increased dramatically. Since its rise in popularity, common ownership has become the topic of heated debate. A growing body of scholarship […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Common ownership, Compliance & ethics, Index funds, Institutional Investors, Ownership, Risk management, Risk oversight, Securities enforcement, Securities regulation
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Amended Definition of “Smaller Reporting Company”
The pressure has been coming from all directions—the Congress, the Treasury—indeed, there’s been nary an advisory committee that hasn’t weighed in on this topic: time for the SEC to change the definition of “smaller reporting company.” After all, the proposal has just celebrated its second birthday—has it aged like a fine wine or is it […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital formation, Compensation disclosure, Disclosure, Executive Compensation, Financial reporting, Regulation S-K, Securities regulation, Small firms
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The Board’s Role in Corporate Social Purpose
Why social purpose? In a 1970 New York Times article, Milton Friedman proclaimed that the business of business was business, and corporations primarily need to focus on shareholder value. The corporate perspective has evolved significantly since then, though there is ongoing debate as to whether a commitment to social purpose activities detracts from profitability and […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Board leadership, Boards of Directors, Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Oversight, Reputation, Risk management, Shareholder proposals, Shareholder value
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Awaiting Supreme Court Clarification on Fraudulent Scheme Claims
On June 18, 2018, the Supreme Court granted Francis V. Lorenzo’s petition for certiorari in Lorenzo v. S.E.C., No. 17-1077, to decide whether an action that does not meet the requirements for a misstatement claim “can be repackaged and pursued as a fraudulent scheme claim.” The Supreme Court’s decision to review this case implicates the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Janus Capital v. Traders, Liability standards, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Shareholder suits, Supreme Court
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Weekly Roundup: July 13-19, 2018
Further Thoughts on Elon Musk’s Compensation Posted by Joseph Bachelder, McCarter & English LLP, on Friday, July 13, 2018 Tags: Boards of Directors, Delaware law, Elon Musk, Equity-based compensation, Executive Compensation, Management, Securities litigation, Shareholder suits, Tech companies, Tesla State Treasurers’ Opposition Against Forced Arbitration or Class Action Waivers in Shareholder Agreements Posted by John Chiang, California State Treasurer; Michael Frerichs, Illinois State Treasurer; Michael l. […]
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