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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
Holder Claims: Potential Causes of Action in Delaware and Beyond?
This article addresses an unsettled legal issue in the securities law of Delaware and numerous other states: the viability of holder claims, i.e., common law claims by persons who alleged that they had been misled into holding rather than selling their securities investments and then saw the market price of those securities decline after the […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Delaware articles, Delaware cases, Delaware law, Holder claims, Liability standards, Reliance, Securities fraud, Securities litigation, Shareholder suits, State law
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Weekly Roundup: December 8-14, 2017
CoCo Insurance and Bank Fragility Posted by Wei Jiang (Columbia University), on Friday, December 8, 2017 Tags: Bailouts, Banks, Capital requirements, Contracts, Convertible bonds, Credit default swaps, Credit risk, Debt contracts, Equity capital, Financial crisis, Financial institutions, Incentives, Insurance, Risk-taking Excluding Shareholder Proposals Based on New SLB 141 Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, December 8, 2017 Tags: Corporate Social Responsibility, Disclosure, ESG, Human rights, No-action letters, SEC, Securities regulation, Shareholder proposals, Shareholder voting Analysis […]
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The Delaware Court of Chancery held this week that approval by a committee of independent directors and the informed vote of minority stockholders insulated from review a transaction that created and distributed new classes of low-vote stock designed to preserve the voting power of a controlling stockholder. IRA Trust FBO Bobbie Ahmed v. Crane, C.A. No. 12742-CB (Del. […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Control rights, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Merger litigation, Mergers & acquisitions, Minority shareholders, Shareholder suits, Shareholder voting
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Developments in Section 220 Litigation
Since its issuance in 2015, the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC has been routinely applied, in appropriate circumstances, to dismiss post-closing deal litigation. However, Corwin‘s applicability remained untested in certain areas, such as stockholder demands to inspect books and records under 8 Del. C. § 220 relating to transactions […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Books and records, Delaware cases, Delaware law, Derivative suits, DGCL, DGCL Section 220, Discovery, Merger litigation, Mergers & acquisitions, Shareholder suits
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Shaped by Their Daughters: Executives, Female Socialization, and Corporate Social Responsibility
“You’ve already given us a reason to reflect on the world we hope you live in.” —Facebook’s CEO Mark Zuckerberg in “A letter to our daughter.” Research in social science has recently demonstrated the importance of the family environment for an individual’s behavior. For example, parents may impact their children by instilling certain values in […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research
Tagged Behavioral finance, Corporate Social Responsibility, Diversity, Management, Manager characteristics, Managerial style
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Reexamining Staggered Boards and Shareholder Value
The Journal of Financial Economics has recently published our article, Reexamining Staggered Boards and Shareholder Value, which seeks to contribute to understanding how staggered boards affect shareholder value. In an article published in the Journal of Financial Economics in 2013, How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment (CW2013), we provided […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, HLS Research
Tagged Airgas v. Air Products & Chemicals, Board declassification, Board turnover, Boards of Directors, Shareholder value, Small firms, Staggered boards
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Statement on Cryptocurrencies and Initial Coin Offerings
The world’s social media platforms and financial markets are abuzz about cryptocurrencies and “initial coin offerings” (ICOs). There are tales of fortunes made and dreamed to be made. We are hearing the familiar refrain, “this time is different.” The cryptocurrency and ICO markets have grown rapidly. These markets are local, national and international and include […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Bitcoin, Blockchain, Capital formation, Capital markets, Commodities, Cryptocurrency, Equity offerings, Financial technology, ICOs, Investor protection, SEC, Securities enforcement, Securities regulation
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SEC Appoints New Chairman and Board Members to PCAOB
The Securities and Exchange Commission [December 12, 2017] announced the appointment of William D. Duhnke III as Chairman and J. Robert Brown, Kathleen M. Hamm, James G. Kaiser, and Duane M. DesParte as Board members of the Public Company Accounting Oversight Board (PCAOB). The Sarbanes-Oxley Act of 2002 established the PCAOB to oversee the audits […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Audits, Broker-dealers, External auditors, Investor protection, Oversight, PCAOB, Sarbanes–Oxley Act, SEC, Securities regulation
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Critical Update Needed: Cybersecurity Expertise in the Boardroom
We recently published a paper on SSRN, Critical Update Needed: Cybersecurity Expertise in the Boardroom, that evaluates the quality of information presented by management to directors in advance of board meetings. Below is a reproduction of the text. As part of its oversight responsibilities, the board of directors is expected to ensure that management has […]
Click here to read the complete postGoverning Through Disruption: A Boardroom Guide to 2018
Boards of directors govern in an increasingly dynamic environment marked by technological and business model disruption, regulatory and enforcement uncertainty, political unrest, and expanding expectations about the company’s role in addressing societal problems. Innovative uses of technology are driving changes in competitive conditions, and creating opportunities for inventive companies, but peril for those that are […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Corporate culture, Director qualifications, Diversity, Engagement, General counsel, Institutional Investors, Long-Term value, Management, Risk management, Shareholder activism, Shocks
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