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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
Response to U.S. Senate Banking Committee
June 1, 2018 The Honorable Dean Heller Chairman Subcommittee on Securities, Insurance & Investment Senate Committee on Banking 324 Hart Senate Office Building Washington, DC 20510 Dear Chairman Heller, We received the letter dated May 9, 2018 regarding your review of the proxy advisory industry and the business practices of proxy advisory firms. We appreciate […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Conflicts of interest, Disclosure, Engagement, Exchange Act, Glass Lewis, Institutional Investors, Institutional voting, Investment advisers, Proxy advisors, Proxy season, Proxy voting, Rule 14a-2, Securities regulation, Transparency, US Senate
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The Federalization of Corporate Governance
In my recently published book, The Federalization of Corporate Governance (Oxford University Press 2018) (ISBN 978-0-19-993454-6), I explore this process of federalization in the United States from 1903 to the present. Clearly, the states, particularly Delaware, traditionally have been and continue as principal regulators of the sphere of corporate governance. Nonetheless, to an increasing degree, the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Mergers & Acquisitions, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Corporate governance, Delaware law, Legal systems, Mergers & acquisitions, SEC, Securities enforcement, Securities regulation, Shareholder proposals, Shareholder voting, State law
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Clarifying Appraisal Rights in Complicated Transactions
In City of North Miami Beach Genl. Employees’ Retirement Plan v. Dr Pepper Snapple Group, Inc. (June 1, 2018), the Court of Chancery held that appraisal rights are not available to the stockholders of Dr Pepper in connection with a transaction structure (involving a reverse triangular merger and a special cash dividend to the target […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL Section 262, Merger litigation, Mergers & acquisitions
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Update on The New Paradigm: The Evolution of Stewardship Principles
When The New Paradigm (which we prepared for the World Economic Forum) and similar corporate governance frameworks were published in 2016-17, there was a broad consensus among business leaders and investors on the critical need to restore a long-term perspective. Pervasive and acute pressures for near-term financial results have been discouraging R&D, capex, employee training […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Investor horizons, Long-Term value, New Paradigm, Proxy contests, Shareholder activism, Shareholder voting, Short-termism, Stewardship
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George Stigler on His Head: The Consequences of Restrictions on Competition in (Bank) Regulation
Like many pieces of financial legislation, the Dodd-Frank Act of 2010 was passed in the aftermath of a major financial crisis. Such crises have been a recurring feature of U.S. economic and political history since at least the nineteenth century. Nevertheless, it is only their aftermath, when the embers of the financial system are still […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Liquidity, Stress tests, Systemic risk, Volcker Rule
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Sandbagging in Delaware
In the private M&A context, “sandbagging” refers to a buyer, who despite having knowledge of a breach of representation or warranty by a seller at some time before closing, proceeds with the closing and then seeks indemnification from the seller for the breach of representation or warranty of which it had prior knowledge. The popular […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Disclosure, Indemnification, Merger litigation, Mergers & acquisitions, Reliance
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Observations on Culture at Financial Institutions and the SEC
Thank you Bill [Dudley] for that kind introduction and for inviting me to speak today [June 18,2018]. I’m planning to speak for fifteen or so minutes and to open the floor to questions. I want to extend my congratulations to Bill Dudley on a very successful term. You are now a member of the long […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Banks, Broker-dealers, Compliance & ethics, Corporate culture, Disclosure, Financial institutions, Financial regulation, Securities regulation
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Audit Tenure and the Timeliness of Misstatement Discovery
Is long auditor tenure beneficial or detrimental for audit quality? This is the question we are trying to address in this article. The impact of audit firm tenure and auditor rotation on audit quality have long been debated both within academia and by regulators in the US and globally. The debate has centered on two […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Audits, External auditors, Financial reporting, Internal auditors, Restatements, Sarbanes–Oxley Act
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Understanding the Dutch Poison Pill
Ahold Delhaize, the biggest food retail group in the Benelux region with a rough market cap of €25 billion, is facing pushback from shareholders over a unique Dutch practice. The company recently announced that it had extended its call option agreement with a foundation called “Stichting Continuïteit Ahold Delhaize” or “SCAD” (roughly translated as the […]
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Posted in Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Boards of Directors, Corporate forms, Family firms, International governance, Mergers & acquisitions, Netherlands, Poison pills, Takeover defenses, Takeovers
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The Effect of Enforcement Transparency: Evidence from SEC Comment-Letter Reviews
Regulators increasingly rely on policies to disseminate their oversight actions, with the assertion that the disclosure of regulatory oversight activities can enhance the effect of enforcement by increasing third-party monitoring. However, the validity of this assertion has rarely been tested. In this study, we examine the effect of the public disclosure of the Securities and […]
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