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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
Lessons Learned from Trian’s Campaign at Procter & Gamble
On Dec. 15, 2017, sixty-six days after holding its annual meeting, The Procter & Gamble Company announced that Nelson Peltz, founding partner and chief executive officer of Trian Fund Management, L.P., would join Procter & Gamble’s board in March 2018, marking a dramatic conclusion to the so-called “largest proxy fight in history” and the “the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Long-Term value, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting
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Judicial Deference, Procedural Protections, and Deal Outcomes in Freezeout Transactions: Evidence from the Effect of MFW
Prior to 2013, merger freezeouts were invariably subject to entire fairness review, a demanding standard of judicial review that permits a judicial revision of the price paid to the target shareholders when the price is challenged. Even approval of the deal by a special committee of independent directors (“SC”) or by the majority-of-the-minority shareholders (“MOM”) […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Delaware articles, Delaware cases, Delaware law, Fairness review, Freezeouts, Merger litigation, Mergers & acquisitions, Minority shareholders
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The SEC and Virtual Currency Markets
“For any normal person trying to respond, it would be hellish.” Major media sources reported last week that the US Securities and Exchange Commission (“SEC”) has intensified its ongoing probe of the virtual currency markets. This probe builds on a recent disclosure by the head of the SEC’s Cyber Unit that more than a dozen […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Cryptocurrency, Financial technology, ICOs, SEC, SEC enforcement, Securities enforcement
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Toward a Horizontal Fiduciary Duty in Corporate Law
The duty of care and the duty of loyalty are the twin pillars on which corporate law is constituted. Together, they form the fiduciary duty that guides and binds every corporate officer and director. The duty of care requires directors and officers to exercise the level of care that a prudent person would use under […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Agency costs, Board monitoring, Board oversight, Board performance, Boards of Directors, Conflicts of interest, Director liability, Duty of care, Duty of loyalty, Fiduciary duties, Information asymmetries, Information environment, Liability standards, Reputation, Securities enforcement
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Corporations and the Culture Wars
Increasingly, corporations are finding themselves called upon to become—willingly or unwillingly—participants in a range of social and political controversies. While retail businesses long have been accustomed to consumer-driven activism such as boycotts and publicity campaigns, the current movement is significantly different. Today, institutional investors and other stakeholders are asking companies to take public stances on […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate culture, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Institutional Investors, Reputation, Shareholder proposals, Stewardship, Sustainability
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Traceable Shares and Corporate Law
A healthy system of shareholder voting is crucial for any regime of corporate law. The proper allocation of governance power is subject to debate, of course, but everyone should be concerned with the fitness of the underlying mechanism used to stuff the ballot boxes. Proponents of shareholder power, for instance, cannot argue for greater control […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement
Tagged Accounting, Beneficial owners, Blockchain, Boards of Directors, Class actions, Clearing houses, Corporate liability, Financial technology, Misconduct, Ownership, Securities litigation, Shareholder rights, Shareholder suits, Shareholder voting
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Weekly Roundup: March 16–22, 2018
Statement at Open Meeting on Investment Company Liquidity Disclosure Posted by Michael S. Piwowar, U.S. Securities and Exchange Commission, on Friday, March 16, 2018 Tags: Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, SEC, Securities regulation, Transparency Statement on Proposed Amendments to Public Reporting of Fund Liquidity Information Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, March 16, 2018 […]
Click here to read the complete postUpdated Guidance (and Ground Rules) for Controlling Stockholder Deals
The Delaware Supreme Court’s 2014 decision in Kahn v. M&F Worldwide Corp. (“MFW”) provided business judgment rule protection for controlling stockholder transactions that are conditioned from the outset on certain procedural protections being utilized, including approval by (1) a fully-empowered independent special committee that meets its duty of care and (2) a fully-informed, uncoerced vote […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Recapitalization
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Substantive Gender Diversity in Boardrooms
A year ago, State Street Advisors, one of the largest institutional investors in the country, commissioned the “Fearless Girl” statue as a symbol of the increased attention by investors and the public to the lack of gender diversity within corporate boardrooms in the U.S. In the year since the “Fearless Girl” appeared on Wall Street […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Board composition, Board dynamics, Board leadership, Board tenure, Boards of Directors, Director qualifications, Disclosure, Diversity, Institutional Investors
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Exclusion of Conflicting Shareholder Proposals
This proxy season, after the Corp Fin staff permitted AES Corporation to exclude a shareholder proposal on the basis of Rule 14a-8(i)(9)—the exclusion for a proposal that directly conflicts with a management proposal—the Council of Institutional Investors sent a letter to William Hinman, director of Corp Fin, raising objections to the staff’s treatment of the proposal. (See this PubCo […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Council of Institutional Investors, Institutional Investors, Management, No-action letters, Ownership, Proxy access, Proxy materials, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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