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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
Audit Committee Disclosure Trends in Proxy Statements
Over the past several years, investors and other governance groups have sought expanded disclosures on how audit committees execute their duties. The Securities and Exchange Commission (SEC) also weighed in on the discussion when it issued a request for public comment in a July 2015 concept release titled Possible Revisions to Audit Committee Disclosures. The […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Audit committee, Disclosure, Financial reporting, Internal auditors, Oversight, Proxy disclosure, Regulation S-K, Risk oversight, SEC, Securities regulation, Voluntary Disclosure
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Analysis of Statutory Appraisal Cases
Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided additional guidance on appropriate valuation methodologies as it reversed and remanded the Delaware Court of Chancery in DFC Global Corporation v. Muirfield Value Partners, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions, Private equity
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Excluding Shareholder Proposals Based on New SLB 141
Apple has submitted a letter to the SEC Staff arguing that the company should be able to exclude a shareholder proposal because its board has made a determination that the proposal is part of the company’s ordinary business. The proposal asks the company to establish a Human Rights Committee to enhance its policies and practices on human […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, ESG, Human rights, No-action letters, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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CoCo Insurance and Bank Fragility
When a financial crisis hits, regulators are often forced to bailout failing financial institutions, especially large ones. The alternative of putting the failed banks through resolution and imposing losses on depositors and other bank creditors has been seen as too destabilizing in the middle of a crisis. It is not surprising, therefore, that regulators were […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research, Financial Crisis, Securities Regulation
Tagged Bailouts, Banks, Capital requirements, Contracts, Convertible bonds, Credit default swaps, Credit risk, Debt contracts, Equity capital, Financial crisis, Financial institutions, Incentives, Insurance, Risk-taking
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Weekly Roundup: December 1-7, 2017
Do Managers Give Hometown Labor an Edge? Posted by Scott E. Yonker (Cornell University), on Friday, December 1, 2017 Tags: Behavioral finance, Firm valuation, Management, Manager characteristics, Managerial style The ICO Gold Rush Posted by Dirk Zetzsche (University of Luxembourg), Ross Buckley (University of New South Wales), and Douglas Arner (University of Hong Kong), on Friday, December 1, 2017 Tags: Asset bubbles, Blockchain, Capital formation, Crowdfunding, Disclosure, ESMA, ICOs, Information […]
Click here to read the complete postActivists at the Gate
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the courts in any subsequent litigation. These cases demonstrate the importance of careful responses by boards of directors to satisfy their fiduciary duties […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Mergers & acquisitions, Shareholder activism
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Definitive Agreements
Private equity deal professionals frequently enter into indications of interest, term sheets, letters of intent, and other preliminary agreements as part of the process of getting to a “definitive” agreement to acquire or sell a business. A previous post to Weil’s Global Private Equity Insights blog warned about the risk of accidentally contracting as a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Confidentiality, Contracts, Mergers & acquisitions, Private equity
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Analysis of New Glass Lewis Guidelines
Shortly before the Thanksgiving holiday, Glass Lewis released its 2018 policy guidelines for U.S. and Canadian companies as well as updates to its guidelines on shareholder initiatives. In addition to clarifying several existing policies, this year’s policy update includes an important change regarding the threshold for board responsiveness along with new policies on board gender […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation ratios, Diversity, Dual-class stock, Executive Compensation, Glass Lewis, Institutional Investors, Management, Proxy advisors, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Virtual meetings
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Debt Contract Terms and Creditor Control
Debt contracts use covenants as a way to manage conflicts between debt holders and equity holders. Covenants accomplish this goal by limiting the ability of debtors to engage in excessive risk taking, dividend payouts, claim dilution, and other actions that can harm the interests of creditors. But different types of creditors go about limiting the […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Court Cases, Empirical Research
Tagged Agency costs, Bankruptcy, Banks, Bondholders, Bonds, Contracts, Covenants, Debt contracts, Debt-equity ratio, Debtor-creditor law, Delaware cases, Delaware law, Derivatives, Fiduciary duties, Risk-taking, State law
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