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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
Updated 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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Bringing the #MeToo Movement into the Boardroom
Maintaining a workplace environment free of discrimination, sexual harassment and other misconduct is critical to both the short-term productivity and long-term health of a business. Reports of sexual harassment allegations at public corporations can have material negative effects on stock price, with some corporations seeing double digit single day drops after accusations are made public. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board turnover, Clawbacks, Derivative suits, Disclosure, General counsel, Management, Misconduct, Oversight, Reputation, Risk management, Risk oversight, Shareholder suits
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Collateral Damage
In a classic banking panic, holders of demand deposits want their cash back because they do not trust the value of the banks’ loan portfolios backing the deposits. Deposit insurance solves this problem. A banking panic in the current financial system is different. In the crisis of 2007-8 the holders of short-term debt, in the […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Financial Crisis
Tagged Bank debt, Bankruptcy, Banks, Bonds, Collateral, Financial crisis, Financial institutions, Financial regulation, Liquidity, Shadow banking, Sovereign debt
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Director Abstention as Material Information
The Delaware Supreme Court recently held that the reason a company’s founder and chairman had abstained on a vote to approve a merger was material information that should have been disclosed to the company’s stockholders. The court said that the abstaining director’s view that it was an inopportune time to sell the company and that […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Disclosure, Materiality, Merger litigation, Mergers & acquisitions
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Corporate Governance: On the Front Line of America’s Cyber War
Thank you so much, David, for that kind introduction. It’s great to be here at the Tulane Corporate Law Institute for what, I know, is one of the most highly-anticipated corporate-law conferences of the year. It also doesn’t hurt that it happens to be in New Orleans. Now, before I begin, let me just give […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Compliance and disclosure interpretation, Cybersecurity, Disclosure, Insider trading, Misconduct, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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A Regulatory Framework for Exchange-Traded Funds
The “exchange-traded fund” (ETF) is one of the key financial innovations of the modern era. Our article, A Regulatory Framework for Exchange-Traded Funds (forthcoming in Southern California Law Review, vol. 91, no. 5, 2018), is the first academic work to show the need for, or to offer a regulatory framework for ETFs.
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Arbitrage, Disclosure, Exchange-traded funds, Innovation, Investor protection, Management, Market efficiency, Mutual funds, Risk, Risk disclosure, SEC, Securities regulation, Systemic risk
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Risk Management and the Board of Directors
I. Introduction Overview The past year has seen continued evolution in the political, legal and economic arenas as technological change accelerates. Innovation, new business models, dealmaking and rapidly evolving technologies are transforming competitive and industry landscapes and impacting companies’ strategic plans and prospects for sustainable, long-term value creation. Tax reform has created new opportunities and […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board communication, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, ESG, FCPA, Fiduciary duties, Institutional Investors, ISS, Long-Term value, Proxy advisors, Risk, Risk management, Risk oversight, Wells Fargo
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Are Buybacks Really Shortchanging Investment?
In an article recently published in the Harvard Business Review, Are Buybacks Really Shortchanging Investment?, Charles Wang and I use data to challenge the widely-held view that U.S. firms distribute too much cash to shareholders through stock buybacks and dividends, reducing these firms’ ability to innovate and invest for the long term. Payout critics focus […]
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Posted in Academic Research, Empirical Research, Executive Compensation, HLS Research, Institutional Investors, Securities Regulation
Tagged Equity-based compensation, Executive Compensation, Inequality, Institutional Investors, Long-Term value, Payouts, Public interest, R&D, Repurchases, Securities regulation, Shareholder value
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