Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The Economics of PIPEs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 16, 2017

Private placements of equity, commonly referred to as “PIPEs,” are an important source of financing for many public corporations. According to PrivateRaise, a leading database on PIPE transactions, between 2001 and 2015, there were 11,296 private placements of common stock by U.S. listed firms that raised $243.9 billion. Firms raising funds through PIPEs tend to […]

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Employee Reaction to CEO Pay Ratio Disclosure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 16, 2017

The question of how to provide context for their CEO pay ratio proxy disclosure has been one companies have been turning to as they near completion of their calculation work. One perspective on this issue has come from a recent ISS Position Paper that recommends companies include in their disclosure a comparison to peer group […]

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The 10 Highest-Paid Boards of Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 16, 2017

Though board of directors’ pay pales in comparison to that of CEOs, compensation for board service can inch into the half-million dollar range—and in a few cases, may be much higher. Below is a list of the highest-paid boards of directors at large-cap companies, based on annual retainers awarded to all non-employee directors, according to […]

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Break Fees and Broken M&A Deals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 15, 2017

Given ongoing competition between buyers in a strong sellers’ market, the resilience of seller break fees as a feature of the European M&A market is surprising. According to the Latham & Watkins 2017 European Private M&A Market Study (which examined over 190 deals signed between July 2015 and June 2017), 10% of European private M&A […]

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SEC Clarifications for Non-GAAP M&A Disclosures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 15, 2017

The SEC Staff recently released Compliance & Disclosure Interpretation 101.01 (the “C&DI”) which provides that financial measures included in forecasts given to a financial advisor and used in connection with a business combination transaction are not non-GAAP financial measures that must be reconciled to GAAP. This applies as long as the forecasts (i) are provided to the […]

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Corporate Disclosure of Human Capital Metrics

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 15, 2017

The concept of human capital (HC) has for more than a half century informed discussion about how corporations are managed. The idea is typically associated with the skills, knowledge and abilities employees bring to their work. In recent years, institutional investors have taken a mounting interest in the subject, in large part due to the […]

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Activism Mergers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 14, 2017

The surge in shareholder activism in recent years has promoted fierce debate over the consequences of activism for targeted companies and their shareholders. Of particular interest has been the question of whether shareholder activism has helped improve the long-term shareholder value of targeted companies. Although several studies argue that hedge fund activism improves the performance […]

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Proxy Drafting Insight

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 14, 2017

Shorter days and longer nights are a sign for many corporate secretaries and general counsel that proxy drafting season has arrived. Each year presents a new opportunity for issuers to address evolving and emerging areas of investor interest through proxy statement disclosure. Here are five topics around which enhanced disclosure and clear messaging can set a positive […]

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Silicon Valley and S&P 100: A Comparison of 2017 Proxy Season Results

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 14, 2017

In the 2017 proxy season, 138 of the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150) and all 100 of the S&P 100 companies held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer […]

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Deal Activism: Lessons from the EQT Proxy Contest

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 13, 2017

“Deal Activism,” in which activists invest to oppose announced deals, has become an increasingly frequent component of the activist playbook. While efforts by the target company’s shareholders to oppose a deal to secure a higher bid have received the most media attention, activists have also run campaigns against acquirors to block transactions outright, to extract […]

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