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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
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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Revised FCPA Corporate Enforcement Policy
In a speech [November 29, 2017] at the 34th International Conference on the Foreign Corrupt Practices Act, U.S. Deputy Attorney General Rod Rosenstein announced the Department of Justice’s (DOJ) revised Foreign Corrupt Practices Act (FCPA) Corporate Enforcement Policy. He explained that the revised policy is based on the DOJ’s determination that the FCPA Pilot Program […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate crime, Disclosure, DOJ, FCPA, Misconduct
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Analysis of Wells Fargo Shareholder Litigation
On October 4, 2017, in In re Wells Fargo & Company Shareholder Derivative Litigation, which concerns alleged sales practices at Wells Fargo that have received wide attention, Judge Jon S. Tigar of the Northern District of California substantially denied Defendant Officers and Directors’ motions to dismiss the complaint. Judge Tigar had previously granted in part […]
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Posted in Banking & Financial Institutions, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Derivative suits, Director liability, Fiduciary duties, Loss causation, Misconduct, Oversight, Rule 10b-5, Section 10(b), Securities fraud, Securities litigation, Shareholder suits, Wells Fargo
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