-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Which Antitakover Provisions Matter?
Researchers disagree sharply over which antitakeover provisions affect a firm’s takeover likelihood. Some argue, for example, that poison pills are the only important takeover deterrents, while others claim that classified boards or coverage by business combination laws are. Other researchers argue that golden parachutes deter takeovers, while some contend that they facilitate takeovers. Similarly, there […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Boards of Directors, Classified boards, Entrenchment, Hostile takeover, Mergers & acquisitions, Poison pills, Staggered boards, Takeover defenses, Takeovers
Comments Off on Which Antitakover Provisions Matter?
The Middle-Market IPO Tax
Thank you so much, Tom, for that kind introduction. It’s a real honor to be here with you today at the Greater Cleveland Middle Market Forum. In addition to leading some of the Nation’s most promising young companies, you all have done exceptional work making sure that the middle market gets the attention it deserves […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Capital markets, Disclosure, Equity offerings, IPOs, Private firms, SEC, Securities regulation, Small firms, Underpricing, Underwriting
Comments Off on The Middle-Market IPO Tax
Weekly Roundup: April 20-26, 2018
Corporate Culture Risk and the Board Posted by Carey Oven, Deloitte & Touche LLP, and Bob Lamm, Deloitte LLP, on Friday, April 20, 2018 Tags: Board monitoring, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Risk, Risk management, Risk oversight Lazard’s 1Q 2018 Activism Review Posted by Jim Rossman, Lazard, on Friday, April 20, 2018 Tags: Boards of Directors, Capital markets, ESG, Europe, Hedge funds, Institutional Investors, Institutional voting, International governance, Mergers […]
Click here to read the complete postTestimony before the Financial Services and General Government Subcommittee of the House Committee on Appropriations
Chairman Graves, Ranking Member Quigley and members of the Subcommittee, thank you for the opportunity to testify today on the President’s fiscal year (FY) 2019 budget request for the U.S. Securities and Exchange Commission (SEC). It is an honor to appear before this Committee for the first time, and I would like to thank the […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital formation, Capital markets, Conflicts of interest, Cybersecurity, Disclosure, Fiduciary duties, Investment advisers, Investor protection, Risk management, SEC, Securities regulation
Comments Off on Testimony before the Financial Services and General Government Subcommittee of the House Committee on Appropriations
Controlling Shareholder Transactions
We have discussed in recent Fried Frank M&A/PE Briefings the dramatic transformation in Delaware law since about 2014—with a trend toward clearer paths to more certain judicial outcomes. This has been accompanied by a continued contraction of the grounds on which directors may have legal liability in connection with their decisions relating to M&A matters. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Capital structure, Controlling shareholders, Corwin, Delaware cases, Delaware law, Dual-class stock, Mergers & acquisitions, Minority shareholders, Ownership structure, Securities regulation
Comments Off on Controlling Shareholder Transactions
A Second Bite at the Apple for Shareholder Activists to Nominate Directors?
Now that we are midway into the 2018 proxy season, most deadlines for shareholder submissions of director nominations for upcoming annual meetings have come and gone. Nevertheless, shareholder activists who have missed a nomination deadline for whatever reason should be aware that in certain circumstances they may have a second bite at the apple. Where […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware law, Director nominations, Disclosure, Materiality, New York, Proxy season, Securities litigation, Shareholder activism, Shareholder nominations, Shareholder voting, State law
Comments Off on A Second Bite at the Apple for Shareholder Activists to Nominate Directors?
Recent Trends in Securities Class Action Litigation: 2017 Full-Year Review
In the 25th anniversary edition of NERA’s annual study, Recent Trends in Securities Class Action Litigation, we examine trends in securities class action filings and resolutions in 2017. New findings discussed in this year’s report include an increase in filings, again led by a doubling of merger-objection filings. Highlights of the 2017 report include: A […]
Click here to read the complete post
Posted in Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Institutional Investors, Merger litigation, Mergers & acquisitions, Pension funds, Securities enforcement, Securities litigation
Comments Off on Recent Trends in Securities Class Action Litigation: 2017 Full-Year Review