-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Merger Negotiations in the Shadow of Judicial Appraisal
As the volume of merger appraisal litigation has exploded over the last decade, so too has the debate over the desirability of appraisal and how this remedy should be structured. Much of this debate is based on untested assertions about appraisal’s ex-ante effect on the structure and pricing of takeovers. Proponents of appraisal argue that it creates […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisition premiums, Appraisal rights, Arbitrage, Bidders, Delaware articles, Delaware law, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions, Minority shareholders, Takeover premiums, Target firms
Comments Off on Merger Negotiations in the Shadow of Judicial Appraisal
Newly Adopted Fed Rules: Limiting Buy-Side Remedies in Financial Institutions
The Board of Governors of the Federal Reserve System (the “Board”) has adopted final rules that represent a significant shift in the terms of over-the-counter derivatives, repurchase and reverse repurchase transactions and securities lending transactions. These rules will require buy-side firms to relinquish certain termination rights that have long been part of bankruptcy “safe harbors” […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy, Contracts, Cross-border transactions, Derivatives, Dodd-Frank Act, Federal Reserve, Financial institutions, International governance, ISDA, Jurisdiction, OTC derivatives, Repurchases, Resolution authority, Securities lending
Comments Off on Newly Adopted Fed Rules: Limiting Buy-Side Remedies in Financial Institutions
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 […]
Click here to read the complete post
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
Comments Off on President Trump Blocks Chinese Acquisition of Lattice Semiconductor Corporation
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 […]
Click here to read the complete post
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
Comments Off on New Disclosure Requirements in Form ADV
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 […]
Click here to read the complete post
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
Comments Off on Activism: The State of Play
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 […]
Click here to read the complete post
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
Comments Off on Forging Ahead with “Entire Fairness,” or Playing it Safer (Procedurally Speaking)
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 […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: September 15–21, 2017
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, […]
Click here to read the complete post
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
Comments Off on Delaware Blockchain Initiative: Revitalizing European Companies’ Funding Efforts
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, […]
Click here to read the complete post
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
1 Comment
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 […]
Click here to read the complete post
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
Comments Off on Sharing the Lead: Examining the Causes and Consequences of Lead Independent Director Appointment