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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
Picking Friends Before Picking (Proxy) Fights: How Mutual Fund Voting Shapes Proxy Contests
Over the past two decades the frequency of proxy contests for board representation or control has increased as shareholder activism has become both an established investment strategy and an important form of corporate governance. Since dissidents are typically minority stockholders, a successful campaign, such as Trian Partners’ intervention at Procter and Gamble Co., requires support […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Boards of Directors, Hedge funds, Institutional Investors, Minority shareholders, Mutual funds, Proxy contests, Proxy fights, Shareholder activism, Shareholder nominations, Shareholder voting
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2017 Delaware Corporate Law Year in Review
In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to impact Delaware litigation, especially in the reduction of disclosure-based, settlement-driven M&A litigation as a result of the Court of Chancery’s Trulia decision. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Alternative entities, Appraisal rights, Benefit corporation, Boards of Directors, Books and records, Delaware cases, Delaware law, Director compensation, Dual-class stock, Executive Compensation, Merger litigation, Mergers & acquisitions, Recapitalization, Shareholder activism
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CEO Tenure Rates
In the past five years, CEOs transitions have become more common than they had been in the preceding five years. As a result, median tenure has fallen a full year since 2013. According to a recent Equilar study, the median tenure for CEOs at large-cap (S&P 500) companies was 5.0 years at the end of […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Diversity, Executive turnover, Management, Succession
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Second Circuit’s Application of the Halliburton Doctrine
On January 12, 2018, the Second Circuit issued its second substantive opinion applying Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II“), only the third issued by any federal circuit court since the Supreme Court’s landmark decision in June 2014. Ark. Teachers Ret. Sys. v. Goldman Sachs, — F.3d —, Case No. 16-250, 2018 […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Financial reporting, Fraud-on-the-Market, Halliburton, Materiality, Reliance, Section 10(b), Securities enforcement, Securities fraud, U.S. federal courts
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FCPA Enforcement and Anti-Corruption Year in Review
Despite significant FCPA enforcement activity in 2017, the Trump administration’s approach to enforcement remains elusive and not readily characterized. Looking at 2017 as a whole, the number of corporate enforcement actions resolved by the DOJ and the SEC was within the range of fluctuations in such numbers in recent years, though down from 2016’s record-breaking […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate fraud, DOJ, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Whistleblowers, Yates memo
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Second Circuit Decision on Fraud-on-the-Market
In Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc., No. 16-250 (2d Cir. Jan. 12, 2018), the Second Circuit vacated the certification of a securities fraud class action due to two errors by the district court in its rejection of defendants’ rebuttal of the fraud-on-the-market presumption of reliance. First, the Second Circuit held that […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Basic, Class actions, Fraud-on-the-Market, SEC, SEC enforcement, Securities enforcement, Securities litigation, U.S. federal courts
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The Enduring Allure and Perennial Pitfalls of Earnouts
An “earnout” is a deal mechanism that provides for a buyer to pay additional consideration after the closing if specified post-closing performance targets are achieved by the acquired business or specified post-closing events occur. An earnout can be instrumental in bridging the gap when, based on divergent views by the buyer and the seller about […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Earnouts, Merger litigation, Mergers & acquisitions
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Regulating Public Offerings of Truly New Securities: First Principles
Much attention has been paid recently to fostering the ability of small and medium size enterprises (SMEs) to raise capital through offerings that lead to liquid trading of their shares. Liquidity makes the shares more valuable to prospective investors, who will therefore be willing to pay more for them. The traditional route to achieving such […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Adverse selection, Capital formation, Crowdfunding, Disclosure, Equity offerings, FAST Act, Investor protection, IPOs, JOBS Act, Liquidity, Registration exemptions, SEC, Securities regulation, Small firms, Solicitation
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Updated BlackRock Proxy Voting Guidelines
BlackRock recently published its updated Proxy Voting Guidelines for U.S. public companies. The guidelines are in keeping with the perspectives expressed in BlackRock’s October 2017 Investment Stewardship Global Corporate Governance and Engagement Principles and CEO Laurence D. Fink’s most recent annual letter to public company CEOs. Overall, the guidelines indicate that BlackRock—like a growing number of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board composition, Board independence, Board oversight, Boards of Directors, Classified boards, Clawbacks, Disclosure, Diversity, Dual-class stock, Engagement, ESG, Institutional Investors, Overboarding, Proxy voting, Shareholder voting, Staggered boards
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Weekly Roundup: February 2–8, 2018
Stock Market Evaluation, Moon Shots, and Corporate Innovation Posted by Ming Dong (York University), David Hirshleifer (UC Irvine), and Siew Hong Teoh (UC Irvine), on Friday, February 2, 2018 Tags: Behavioral finance, Capital allocation, Capital formation, Firm valuation, Innovation, Long-Term value, Market efficiency, R&D, Risk-taking, Stock mispricing Compensation in the 2018 Proxy Season Posted by Holly M. Bauer, Bradd L. Williamson and Adam L. Kestenbaum, Latham […]
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