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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Inapplicability of Corwin and Section 220
Since the Delaware Supreme Court decided Corwin v. KKR Financial Holdings LLC more than two years ago, there has been an open question as to whether and to what extent the principles affirmed in that decision apply in the context of a Section 220 demand to inspect books and records. In our November 2017 issue […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Mergers & acquisitions, Shareholder voting
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SLB 14I: Impact of Board Discussion on 2018 NALs
When the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) released Staff Legal Bulletin No. 14I (“SLB 14I”) last fall, it seemed that the Staff was potentially signaling that it would be taking a more issuer-friendly approach in its review of no-action letter requests (“NALs”). In particular, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, ESG, No-action letters, Proxy access, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Metamorphosis: Digital Assets and the U.S. Securities Laws
“When Gregor Samsa woke up one morning from unsettling dreams, he found himself changed in his bed into a monstrous vermin.” —Franz Kafka, The Metamorphosis In the past year, the U.S. Securities Exchange Commission (“SEC”) and Chairman Jay Clayton have repeatedly cautioned the cryptocurrency and initial coin offering (“ICO”) industries about the securities law implications for […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Bitcoin, Blockchain, CFTC, Cryptocurrency, ICOs, Jurisdiction, No-action letters, Rule 506, SEC, SEC investigations, Securities regulation
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Special Purpose Acquisition Companies: An Introduction
Special Purpose Acquisition Companies (“SPACs”) are companies formed to raise capital in an initial public offering (“IPO”) with the purpose of using the proceeds to acquire one or more unspecified businesses or assets to be identified after the IPO. From the beginning of 2014 through November 30, 2017, almost 80 SPAC IPOs have closed, raising […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Acquisitions, Capital structure, Corporate forms, Disclosure, Form 8-K, IPOs, Mergers & acquisitions, Securities regulation, Special purpose vehicles
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Weekly Roundup: June 29-July 5, 2018
ESG and Sustainability: The Board’s Role Posted by David M. Silk, David A. Katz, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Friday, June 29, 2018 Tags: Boards of Directors, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Shareholder activism, Shareholder proposals, Sustainability Fiduciary Duties of Buy-Side Directors: Recent Lessons Learned Posted by Steven Haas and Richard Massony, Hunton Andrews Kurth LLP, on Saturday, […]
Click here to read the complete postPassive Investors
Passive investors are the new power brokers of modern capital markets. An increasing number of investors are investing through exchange traded funds and indexed mutual funds, and, as a result, passive funds—particularly the so-called big three of Blackrock, Vanguard and State Street—own an increasing percentage of publicly-traded companies. Although the extent to which index funds […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors, Securities Regulation
Tagged Asset management, Capital markets, Exchange-traded funds, Institutional Investors, Mutual funds, Securities regulation, Shareholder activism, Shareholder rights
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Stock Option Grants and Fiduciary Duties in Ratification
The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of loyalty and owed damages to the corporation. The opinion is particularly important because of that holding. However, the opinion is equally important because of the […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, DGCL, DGCL Section 204, DGCL Section 205, Director liability, Fiduciary duties, Securities litigation
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Impact of SEC Guidance on Shareholder Proposals in the 2018 Proxy Season
In the period leading up to the 2018 proxy season, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14I (SLB 14I), which provided new guidance concerning companies’ ability to exclude shareholder proposals from their proxy statements under the “ordinary business” or “relevance” […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, No-action letters, Proxy materials, Proxy season, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Beware the Universal Proxy Card
One of the most high-profile proxy contests to use a universal proxy card ended on Tuesday, with some last-minute drama thrown in. The board of SandRidge was engaged in a proxy contest with Icahn Capital. In May, it announced that it had expanded its board to seven members in order to include two Icahn nominees […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Glass Lewis, Institutional Investors, ISS, Proxy access, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting, Universal proxy ballots
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