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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
President Trump Blocks Chinese Acquisition of Lattice Semiconductor Corporation
On September 13, 2017, President Trump issued an Executive Order blocking the $1.3 billion acquisition of a U.S. semiconductor manufacturer, Lattice Semiconductor Corporation (“Lattice”), by a Chinese government-backed private equity fund, Canyon Bridge Capital Partners (“Canyon Bridge”). The order followed a recommendation from the Committee on Foreign Investment in the United States (“CFIUS”) that the […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, CFIUS, China, Cross-border transactions, Donald Trump, Foreign firms, International governance, Mergers & acquisitions, Risk, SEC
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New Disclosure Requirements in Form ADV
The compliance date is fast approaching for the US Securities and Exchange Commission’s (“SEC”) recently adopted amendments to Part 1A of Form ADV. Initial or amended Form ADVs filed on or after October 1, 2017 (with limited exception, as discussed below) must comply with the amendments. The Part 1A amendments require advisers to provide additional […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Conflicts of interest, Cybersecurity, Derivatives, Disclosure, Form ADV, Investment advisers, Investment Advisers Act, Private funds, SEC, Securities regulation, Social media
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Activism: The State of Play
As we approach the start of the 2018 proxy season, developments since January 2015 prompt a brief review of the state of play. There has been no slowdown in the U.S.; there has been a significant increase in other countries. Perhaps the most cogent description of what can be expected is contained in a must-read […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Hedge funds, Institutional Investors, Long-Term value, Management, Mergers & acquisitions, Private equity, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Forging Ahead with “Entire Fairness,” or Playing it Safer (Procedurally Speaking)
Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however, under M&F Worldwide, the Delaware Supreme Court confirmed that a target corporation’s use at the outset of a transaction of a special committee of disinterested directors […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Business judgment rule, Contracts, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Misconduct, Shareholder suits
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Weekly Roundup: September 15–21, 2017
Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies Posted by Cam C. Hoang and Gary L. Tygesson, Dorsey & Whitney LLP, on Friday, September 15, 2017 Tags: Compliance & ethics, Cybersecurity, Disclosure, Equifax, Filings, Inside information, Insider trading, Liability standards, Management, Misconduct, Reporting regulation, Risk management, Rule 10b-5, SEC, Section 10(b), Securities regulation, Transparency Better Directors or Distracted Directors? An International Analysis of Busy Boards Posted by […]
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Tagged Weekly Roundup
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Delaware Blockchain Initiative: Revitalizing European Companies’ Funding Efforts
The amendments passed by the State of Delaware to the General Corporation Law (known as the DGCL) are the first tangible product of the well-known Delaware Blockchain Initiative (DBI or Initiative). This is just one step in a multi-milestone project engaged by the State of Delaware through the Delaware Secretary of State’s Global Delaware arm, […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Blockchain, Capital formation, Contracts, Cross-border transactions, Delaware Blockchain Initiative, Delaware law, DGCL, Equity offerings, EU, Europe, Financial technology, Germany, Incorporations, International governance, Securities regulation, Venture capital firms
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Vanguard’s Investor Stewardship
Vanguard cast more than 171,000 individual votes at nearly 13,000 companies in 68 countries for the 12-month period ending June 30th, making the firm one of the most influential investors in public companies. Its recent Investor Stewardship Report and letter to CEOs highlights two key governance priorities. Engagement is a vital component of Vanguard’s approach, […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Shareholder value, Sustainability, Vanguard
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Sharing the Lead: Examining the Causes and Consequences of Lead Independent Director Appointment
Many companies now use lead independent directors, yet little is known about when they are elected, who is selected, what impact their selection has on performance and if their selection prevents the future separation of the CEO and chair positions. We explore these four questions using a power perspective and largely find lead independent directors represent a […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Agency model, Board independence, Board leadership, Board performance, Boards of Directors, Firm performance, Management, Non-executive chairman, Succession
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Reforms to UK Corporate Governance
On 29 August 2017, the UK Government published its response (the “Response Document”) to its consultation on UK corporate governance reform. The consultation was launched following the Government’s publication of a green paper (the “Green Paper”) on 29 November 2016. The Response Document summarizes the responses received to the consultation and sets out 12 reforms […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Engagement, Executive Compensation, Governance reform, Incentives, International governance, Private firms, Say on pay, Stakeholders, Transparency, UK
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NYC Pension Funds Boardroom Accountability Project Version 2.0
On Friday, September 8, New York City Comptroller Scott M. Stringer sent a letter to 151 companies seeking engagement around a range of disclosures regarding the race and gender of company directors, the creation of a standardized director skills matrix and details of those companies’ director evaluation and succession plans. The letter, sent on behalf of the New […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Board performance, Boards of Directors, Director qualifications, Disclosure, Diversity, Engagement, ESG, Institutional Investors, New York, Pension funds, Proxy access, Shareholder proposals
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