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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
The Supreme Court’s Non-Transsubstantive Class Action
The year 2016 marked the fiftieth anniversary of the adoption of Federal Rule of Civil Procedure Rule 23, and with it, the advent of the modern class action. As the fiftieth anniversary approached, many scholars, including myself, said that class actions were dead, dying, or headed for a zombie state. Many of the Supreme Court’s […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Class actions, Fraud-on-the-Market, Securities enforcement, Securities litigation, Supreme Court
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Proposed Revisions to the UK’s Corporate Governance Regime
On 5 December the Financial Reporting Council (FRC) published proposals for the latest revisions to the UK Corporate Governance Code (the Code), which are due to be published by “early summer” 2018 and will be effective for all accounting periods beginning on or after 1 January 2019. The stated aim of the FRC in proposing […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accounting, Board independence, Board turnover, Boards of Directors, Corporate culture, Diversity, Engagement, Executive Compensation, Financial reporting, International governance, Stakeholders, UK
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Analysis of Delaware Supreme Court’s Dell Appraisal Decision
Last week, the Delaware Supreme Court issued another highly anticipated appraisal decision, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. Dell builds on the Court’s DFC decision earlier this year, discussed here, in which the Court held that the merger price will generally be entitled to significant, if not dispositive, weight in an […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, Firm valuation, Going private, In re Appraisal of Dell, Management, Mergers & acquisitions, Private equity, Shareholder suits, Short-termism
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2017 Board Diversity Survey
The 2017 board diversity survey was conducted in spring 2017 among 300 board members and C-suite executives at U.S. companies with at least $50 million in annual revenue and at least 1,000 employees. Conducted by Wakefield Research via an email invitation and online questionnaire, the survey sought to ascertain respondents’ perspectives on board diversity and […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity
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Settlement of Workplace Harassment Suit at 21st Century Fox
We write to inform you about a shareholder derivative suit and related settlement in a case involving 21st Century Fox (“21CF” or the “Company”) and Fox News (together with 21CF, “Fox”) that became public last week. At a time when the number of high-profile and powerful individuals accused of sexual harassment increases almost every day, […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Derivative suits, Management, Misconduct, Oversight, Settlements, Shareholder suits
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Matters to Consider for the 2018 Annual Meeting
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared the following overview of key corporate governance, executive compensation and disclosure matters that we believe companies should focus on as they plan for the upcoming season. As always, we welcome any questions you have on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Engagement, Equity-based compensation, Golden parachutes, Incentives, ISS, Management, Proxy advisors, Say on pay, Securities regulation
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Designing Cost-Effective Litigation Through Contract Structure
Complex contract structures are well understood by practitioners, but they are almost entirely overlooked by scholars. In our new paper Deal Structure, we argue that contract drafters can use contract structure to their advantage. Careful crafting of contract structure can nudge courts toward interpretive methods that lower litigation costs.
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Contracts, Legal systems, Materiality, Merger litigation, Mergers & acquisitions, Securities litigation
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Analysis of 2018 Revenue Recognition Rules
While the potential for tax reform dominates the headlines, we note that significant new accounting rules are nearly upon us and need to command our attention. A newly converged revenue recognition standard that the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued on May 28, 2014 generally becomes effective in […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Accounting, Accounting standards, Compensation committees, Equity-based compensation, Executive Compensation, FASB, Financial reporting, IASB, Incentives
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Delaware Supreme Court Again Speaks to Market Evidence in Appraisal: Dell
The Delaware Supreme Court yesterday issued its decision in the “long-running appraisal saga” arising out of Dell’s 2013 go-private transaction, reversing the ruling below and reaffirming the primacy of market evidence in determining fair value. Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., No. 565, 2016 (Del. Dec. 14, 2017) (en banc). Although […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, Firm valuation, Going private, In re Appraisal of Dell, Management, Market efficiency, Merger litigation, Mergers & acquisitions, Private equity, Shareholder suits
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