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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
Shareholder Litigation Involving Acquisition of Public Companies: Review of 2017 M&A Litigation
This post examines litigation challenging M&A deals valued over $100 million announced from 2008 through 2017, filed on behalf of shareholders of publicly traded target companies. These lawsuits usually take the form of class actions filed in either federal or state court. Plaintiffs typically allege that the target’s board of directors violated its fiduciary duties […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Class actions, Delaware cases, Delaware law, Disclosure, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits
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The Preclusive Effect of Demand Futility
In the recent opinion California State Teachers’ Retirement System v. Alvarez (Walmart), the Delaware Supreme Court addressed the preclusive effect of demand futility decisions rendered by one court on derivative litigation pending in another forum. After careful consideration of applicable Arkansas and federal law, the court determined that the Arkansas district court’s ruling—which failed to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Delaware cases, Delaware law, Derivative suits, Discovery, Jurisdiction, Shareholder suits
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FOIA Disclosure of Federal Compliance Documents?
On June 13, 2018, in its latest decision in a long-running litigation, the U.S. District Court for the District of Columbia considered the applicability of certain exemptions under the Freedom of Information Act (“FOIA”) to documents sought by journalists relating to the actions of the independent compliance monitor that Siemens AG was required to retain […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Books and records, Compliance & ethics, Disclosure, DOJ, FCPA, FOIA, International governance, Misconduct, Privacy, U.S. federal courts
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M&A Litigation Developments: Where Do We Go From Here?
Over the last few years, three notable Delaware cases—C&J Energy, Corwin and Trulia—have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust (2014), the Delaware Supreme Court indicated (and the Court of Chancery has generally construed […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Corwin, Delaware cases, Delaware law, Discovery, In re Trulia, Merger litigation, Mergers & acquisitions, Shareholder suits
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The Effect of Institutional Ownership Types On Innovation and Competition
In common ownership, the type of the common owner institution matters. Institutional ownership of firms has seen a marked rise in the past few decades, with average institutional ownership share of a firm rising from 20% to 30% in the 1980s to over 65% of the total by the 2010s, with residual retail ownership correspondingly […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, Mergers & Acquisitions
Tagged Common ownership, Innovation, Institutional Investors, Investor horizons, Long-Term value, Mergers & acquisitions, Ownership, Ownership structure, Patents, Peer groups, Short-termism
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Smaller Reporting Companies and XBRL
The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a series of rules for smaller reporting companies, or SRCs. The SEC has adopted final rules to expand the availability […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Financial reporting, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Small firms
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The UK Corporate Governance Code
The Financial Reporting Council today [July 16, 2018] issued a revised corporate governance code and announced that a revised investor stewardship code will be issued before year-end. The code and related materials are available at www.frc.org.uk. The revised code contains two provisions that will be of great interest. They will undoubtedly be relied upon in […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Corporate governance, Corporate Social Responsibility, ESG, International governance, Shareholder primacy, Stakeholders, Stewardship, UK
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Do Foreign Investors Improve Market Efficiency?
One of the key purposes of financial markets is to efficiently allocate capital to the real sector. Foreign investors have emerged as an important force in this process. As globalization has increased, financial markets have witnessed substantial inflows of capital from foreign investors. The empirical literature has studied the consequences of financial market liberalization for […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Globalization, Information environment, International governance, Market efficiency, Market reaction
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2018 Investor Corporate Governance Report
The CMi2i 2018 Annual Investor Corporate Governance Report surveyed institutional shareholders representing $8 trillion of Assets under Management (“AUM”). The objective of the report is to find out which Environmental, Social and Governance (“ESG”) areas they believe will be key issues of focus in 2018 and beyond, and the impact of this on shareholder behaviour. […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Corporate culture, ESG, Human capital, Institutional Investors, Shareholder proposals
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Supreme Court Ruling on SEC-Appointed Judges
On June 21, 2018, the Supreme Court ruled in Lucia v. SEC that Securities and Exchange Commission Administrative Law Judges (ALJs) are “officers” for the purposes of the Constitution’s Appointments Clause. Because, at the time he heard the case, the ALJ’s appointment was not consistent with that clause, it was deemed unconstitutional and the administrative […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged ALJs, Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court
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