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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
Recent Cases on Lending Safeguards in Bankruptcy
As discussed in our August 8, 2016 client alert, lenders and borrowers continue to experiment with creative structures to prevent a bankruptcy filing. As discussed below, recent decisions clarify previous case law, develop the prevailing rules and highlight outstanding open issues. I. Case Law Developments In two recent cases, In re Lexington Hospitality Group, LLC and Squire Court […]
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Posted in Bankruptcy & Financial Distress, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Bank loans, Bankruptcy, Contracts, Debtor-creditor law, Delaware law, Fiduciary duties, Ownership structure, Partnerships, Restructurings, Securities lending, Securities regulation, Shareholder voting, State law
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Do Clawback Adoptions Influence Capital Investments?
This study presents evidence that capital investment choices are influenced by voluntary adoptions of clawback provisions that authorize boards of directors to recoup executive compensation based on financial results that are later restated. Restitutive clawbacks were sanctioned by Sarbanes-Oxley Act Section 304 in response to allegations in the early 2000s that executive compensation was boosted […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation, Securities Regulation
Tagged Accounting, Boards of Directors, Capital allocation, Clawbacks, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Financial reporting, Incentives, Management, Misreporting, Pay for performance, Sarbanes–Oxley Act, Securities regulation
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Weekly Roundup: October 6–12, 2017
2017 Proxy Season Review: Compensation Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, October 6, 2017 Tags: Bonuses, Equity-based compensation, Executive Compensation, Golden parachutes, Incentives, Institutional Investors, ISS, Management, Pay for performance, Say on frequency, Say on pay, Shareholder voting P&G Proxy Fight: Trian Pushes to Reevaluate Executives’ Incentive Compensation Goals Posted by Matthew Goforth, Equilar, Inc., on Friday, October 6, 2017 Tags: Boards of Directors, Executive Compensation, Firm performance, Incentives, Institutional […]
Click here to read the complete postFurther Lessons From the P&G/Trian Proxy Fight
While the final results have not been announced and P&G has claimed victory (being disputed by Trian), both sides acknowledge that the vote was extremely close. This post assumes that P&G achieved a narrow victory. Key lessons are: Confirms what has been assumed since Icahn/Apple and Trian/DuPont, no company is too big or too prominent […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, CalSTRS, Engagement, Hedge funds, Institutional Investors, Long-Term value, Pension funds, Proxy advisors, Proxy fights, Shareholder activism, Shareholder voting
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Fiduciary Principles and Delaware Corporation Law
This Chapter, forthcoming in the Oxford Handbook of Fiduciary Law, examines the principles that animate Delaware’s regulation of corporate fiduciaries. Distilled to their core, these principles are to: give fiduciaries the authority to be creative, take chances, and make mistakes so long as their interests are aligned with those who elect them; but, when there […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Accountability, Conflicts of interest, Corporate forms, Delaware articles, Delaware cases, Delaware law, Fiduciary duties, Shareholder voting, State law
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Ask Me No Questions and I Will Tell You No Lies: The Insignificance of Leidos Before the United States Supreme Court
What if the Supreme Court issued an opinion and no one cared? No one cared who won or lost. No one cared how the question presented was resolved. The prevailing party wouldn’t gain a cent from its victory and the losing party wouldn’t suffer one whit from its loss. Leidos, Inc. v. Indiana Public Retirement System, now […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Disclosure, Fraud-on-the-Market, Liability standards, Misconduct, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, Securities fraud, Securities regulation, Supreme Court
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2017 CPA-Zicklin Index
Public corporations in the United States are increasingly recognizing a need for greater sunlight, board oversight, and carefully considered restrictions on their political spending, according to a non-partisan study by the Center for Political Accountability and the Zicklin Center for Business Ethics Research at The Wharton School at the University of Pennsylvania. The study found […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Charitable spending, Corporate Social Responsibility, Disclosure, Engagement, ESG, Oversight, Political spending, Private ordering, Securities regulation, Transparency
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So You Want to Buy a Stake in a Private Equity Manager?
Over the past 30 years, we have seen explosive growth in private equity, both in the number and types of funds and in the enormous allocation of capital to the asset class. Along the way, we have witnessed different cycles of M&A activity involving private equity businesses or teams. The first wave of M&A in […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Capital allocation, Contracts, Covenants, Indemnification, Liquidity, Mergers & acquisitions, Non-competition agreements, Private equity, Private funds
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Good Activist/Bad Activist: The Rise of International Stewardship Codes
Conflicting attitudes toward shareholder engagement and activism have colored the ongoing debate about the effect of shareholder influence on corporate governance. In the US, a distinctly negative view of investor engagement underpins much recent discussion on this topic—from the shareholder empowerment debate to current concerns about investor activism and private ordering through shareholder-initiated bylaws. Outside […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Financial Crisis, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation
Tagged Engagement, Financial crisis, Institutional Investors, International governance, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder rights, Stewardship, Stewardship Code
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Telia’s $965 Million Global Bribery Settlement
On September 21, 2017, U.S. authorities announced the first major Foreign Corrupt Practices Act settlement under the Trump administration—a $965 million global resolution with a Sweden-based international telecommunications company, Telia Company AB, and its indirectly owned subsidiary in Uzbekistan, Coscom LLC. Through separate agreements with the Department of Justice, the Securities and Exchange Commission and […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Compliance & ethics, Corporate crime, Disclosure, DOJ, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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