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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
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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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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