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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
Regulatory Reform Should Spur Consolidation
[The May 22, 2018] passage by the House of Representatives of a bill raising the “SIFI threshold”—the threshold for banks to be deemed systemically important financial institutions and subject to more burdensome regulation—from $50 billion to $250 billion brings welcome relief that should spur bank M&A activity. Now that the bill has passed both chambers […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Liquidity, Mergers & acquisitions, Systemic risk, Volcker Rule
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The Xerox Takeover Saga
On April 27, 2018, the New York State Supreme Court issued an important decision temporarily blocking a proposed business combination between Xerox Corporation (“Xerox”) and Fuji Xerox Co., Ltd. (“Fuji Xerox”), the longstanding joint venture between Xerox and Fujifilm Holdings Corporation (“Fuji”). The “lynchpin” of the Court’s decision to block the transaction turned on the […]
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Posted in Boards of Directors, Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Conflicts of interest, Management, Mergers & acquisitions, New York, Shareholder nominations
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Labor Representation in Governance as an Insurance Mechanism
Is labor representation on the board of directors bad? Not necessarily. It can improve risk sharing between employers and employees without hurting shareholders, according to our study on the German experience. Germany requires 50% employee representation on the supervisory board when firms have more than 2,000 employees working in Germany. We study establishment-level data on […]
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One of the measures taken by federal authorities to manage the financial crisis in the fall of 2008 was a remarkable piece of administrative guidance from the IRS. Issued on September 30th of that year and less than a page long, IRS Notice 2008-83, which was styled as an interpretation of existing law, had a […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation, Mergers & Acquisitions
Tagged Bank taxes, Banks, Corporate debt, Financial crisis, Financial institutions, Financial regulation, Internal Revenue Code, IRS, Mergers & acquisitions, Taxation
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Proposed Amendments to Delaware’s LLC and LP Acts
Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act) and the Delaware Revised Uniform Limited Partnership Act (LP Act) (jointly, the LLC and LP Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more significant proposed amendments that affect Delaware limited liability […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Blockchain, Corporate forms, Delaware law, Financial technology, Incorporations, LLCs, Public benefit corporations, State law
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Advance Notice Bylaw Deadlines: A Warning Shot
We recently noted a Washington state case that upheld the validity of advance notice bylaws as “common” and supported a company’s close review of a stockholder’s director nominations for compliance with bylaw requirements. And as we have noted in the past, advance notice bylaws are a near-universal feature of the organizational documents of public companies […]
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Posted in Banking & Financial Institutions, Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Director nominations, Mergers & acquisitions, New York, Shareholder activism, Shareholder meetings, Shareholder nominations, State law
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An Introduction to Smart Contracts and Their Potential and Inherent Limitations
“Smart contracts” are a critical component of many platforms and applications being built using blockchain or distributed ledger technology. Below, we outline the background and functions of smart contracts, discuss whether they can be deemed enforceable legal agreements under contract law in the United States, and highlight certain legal and practical considerations that will need […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Blockchain, Contracts, Cybersecurity, Financial technology, Legal systems, Risk, Risk management
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Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public
In April, eight organizations—the American Securities Association, Biotechnology Innovation Organization, Equity Dealers of America, Nasdaq, National Venture Capital Association, Securities Industry and Financial Markets Association, TechNet, and U.S. Chamber of Commerce—released a report that included 22 recommendations for how to help more companies in the United States go and stay public. This report and recommendations […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital formation, Capital markets, Financial reporting, Institutional Investors, IPOs, JOBS Act, Private firms, Public firms, Securities regulation, Small firms
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Continued Compensation to Incapacitated Controllers
In an unusual finding, the Delaware Court of Chancery held that demand was partly excused and claims for corporate waste, bad faith and unjust enrichment could proceed against CBS Corporation for compensation paid to its former Executive Chairman, Sumner Redstone, who later became Chairman Emeritus. The plaintiff alleged that Mr. Redstone became incapacitated yet continued […]
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Posted in Boards of Directors, Court Cases, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Controlling shareholders, Delaware cases, Delaware law, Director compensation, Duty of good faith, Executive Compensation, Fiduciary duties, Management
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Weekly Roundup: May 18-24, 2018
Board Performance Evaluations that Add Value Posted by Geoffrey Kiel and James Beck, Effective Governance Pty Ltd., on Friday, May 18, 2018 Tags: Board evaluation, Board performance, Boards of Directors, Firm performance, Shareholder value Cryptocurrency Compensation: A Primer on Token-Based Awards Posted by Alfredo B. D. Silva, Ali U. Nardali, and Aria Kashefi, Morrison & Foerster LLP, on Saturday, May 19, 2018 […]
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