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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
Weekly Roundup: February 16–22, 2018
Effective Sexual Misconduct Risk Management Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, February 16, 2018 Tags: Board composition, Board oversight, Boards of Directors, Corporate culture, Corporate Social Responsibility, Diversity, Executive Compensation, Incentives, Management, Misconduct, Risk management Perpetual Dual-Class Stock: The Case Against Corporate Royalty Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Friday, February 16, 2018 Tags: Dual-class stock, Firm performance, Firm valuation, IPOs, Listing standards, Management, Ownership, Proxy […]
Click here to read the complete postStatement on Cybersecurity Interpretive Guidance
Yesterday [Feb. 20, 2018], the Commission approved the issuance of an interpretive release to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents. The release also communicates the Commission’s views on the importance of maintaining comprehensive policies and procedures related to cybersecurity risks and incidents. In today’s environment, cybersecurity is critical to […]
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Posted in Accounting & Disclosure, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Disclosure, Public firms, Public interest, Risk, Risk disclosure, Risk management, Securities regulation
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Why Dual-Class Stock: A Brief Response to Commissioners Jackson and Stein
Two SEC Commissioners—Robert Jackson and Kara Stein—separately visited Silicon Valley last week, and both used the opportunity to sharply criticize the practice among some companies—most notably but not exclusively technology companies—to adopt so-called “perpetual” dual-class stock. In typical dual-class structures, one group of stockholders (typically the founders and other insiders) receive stock with multiple votes […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Capital markets, Dual-class stock, Equity capital, Institutional Investors, IPOs, Ownership, Public interest, SEC, Securities regulation, Shareholder rights, Shareholder voting
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The SEC and Mandatory Shareholder Arbitration
Depending on your point of view, you may have experienced either heart palpitations or increased serotonin levels when you heard, back in July 2017, that SEC Commissioner Michael Piwowar had, in a speech before the Heritage Foundation, advised that the SEC was open to the idea of allowing companies contemplating IPOs to include mandatory shareholder […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Capital formation, Charter & bylaws, Class actions, Equity offerings, Exchange Act, IPOs, Rule 10b-5, SEC, Securities litigation, Securities regulation, Shareholder proposals, Shareholder voting
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Delaware Court Ruling on Trading Price and Fair Value Appraisal
On February 15, 2018, the Delaware Court of Chancery issued its post-trial decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., a statutory appraisal proceeding arising from Hewlett-Packard’s 2015 acquisition of Aruba Networks. The court concluded that the “most persuasive evidence” of Aruba Networks’ fair value was its 30-day average unaffected market price of $17.13 per […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Acquisition agreements, Acquisition premiums, Delaware cases, Delaware law, Fair values, Firm valuation, In re Appraisal of Dell, In re Appraisal of DFC Global, Market efficiency, Merger litigation, Mergers & acquisitions, Shareholder suits
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SEC Year-in-Review and a Look Ahead
2017 brought marked challenges to the SEC’s ability to aggressively enforce the securities laws, including the Supreme Court limiting the SEC’s ability to seek disgorgement and court action endangering the validity of its oft-used administrative proceedings. 2017 also saw a decrease in the SEC’s total enforcement statistics. However, there is reason to believe that 2018 will […]
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Posted in Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disgorgement, DOJ, Financial technology, ICOs, Insider trading, Private equity, SEC, SEC enforcement, Securities regulation, Supreme Court
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Eclipse of the Public Corporation or Eclipse of the Public Markets?
In 1989, Jensen wrote that “the publicly held corporation has outlived its usefulness in many sectors of the economy.” He published in the Harvard Business Review an article titled “The Eclipse of the Public Corporation.” Jensen argued that the conflict between owners and managers can make the public corporation an inefficient form of organization. He […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Private Equity
Tagged Capital formation, Capital markets, Disclosure, Equity capital, Firm valuation, GAAP, IPOs, Payouts, Private equity, Private firms, Public firms, R&D, Repurchases
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Current Developments in California Shareholder Litigation
The dominant features in the shareholder litigation environment in California today are fragmentation and uncertainty: Plaintiffs’ bar fragmentation means ‘too small to sue’ no longer applies Uncertainty as to whether IPO lawsuits can be brought in state court or only Federal Uncertainty in the evolution of merger and fiduciary duty suits Uncertainty as to the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, IPOs, Merger litigation, Mergers & acquisitions, Private firms, Risk, Section 11, Securities litigation, Shareholder suits, Small firms, State law
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Activism and Takeovers
Hostile takeovers have long been considered the quintessential disciplinary governance mechanism, but a similarly confrontational strategy has lately come to prominence by way of activist hedge funds that buy into poorly run firms and use the threat of hostile tactics to pressure management into accepting specific proposals to improve shareholder value. This paper compares these […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Bidders, Boards of Directors, Firm valuation, Freezeouts, Hostile takeover, Incentives, Mergers & acquisitions, Ownership, Shareholder activism, Shareholder value, Shareholder voting, Takeovers, Tender offer
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ISS QualityScore: Environmental and Social Metrics
Along with its four pillars for governance which score companies on a one to ten scale, ISS has launched Environmental & Social (E&S) QualityScore to measure corporate disclosure on environmental and social issues. Similar to the Governance QualityScore, the measures are relative based on peer companies within a specific industry group. An initial set of […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, ISS, Peer groups, Proxy advisors, Shareholder voting, Sustainability
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