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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
OCC Stakes Out a Lead Role in Establishing New Deregulatory Agenda
Under acting Comptroller Keith A. Noreika, one of the first financial regulatory agency appointees put in place by the Trump administration, the Office of the Comptroller of the Currency (“OCC”) has staked out a position as the first of the federal banking agencies to take substantial steps to implement a new financial deregulatory agenda. Recently, […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Central banking, CFPB, Deregulation, Donald Trump, FDIC, Federal Reserve, Financial institutions, Financial regulation, Financial technology, Investment Company Act, Liquidity, OCC, Proprietary trading, Volcker Rule
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How Should We Regulate Fintech?
In the last decade, financial technology (or “fintech”) has revolutionized the way that finance works. Robo-advisors have turned the art of investing into an automated process run entirely by algorithms. Crowdfunding firms have harnessed the wisdom of crowds to make it easier than ever for individuals and companies to raise capital. And virtual currencies such […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Algorithmic trading, Banks, Bitcoin, Crowdfunding, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Financial reporting, Financial technology, Innovation, International governance, Market efficiency, Moral hazard, SIFIs, Systemic risk
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UK Announces Corporate Governance Reforms
On August 29, the UK Business Secretary Greg Clark has set out the British government’s plans for corporate governance reform, which are intended to “enhance the public’s trust in business”. In the coming months, the government will introduce new legislation that will require: Listed companies to annually publish and justify the pay ratio between CEOs and their […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Corporate governance, Disclosure, Executive Compensation, International governance, Stakeholders, UK
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The Effects of Hedge Fund Interventions on Strategic Firm Behavior
In the paper, The Effects of Hedge Fund Interventions on Strategic Firm Behavior, forthcoming in Management Science, we examine the impact of hedge fund interventions on target firms’ voluntary disclosure and earnings management strategies. Hedge fund activism has emerged as an important governance mechanism that brings about significant changes in the operations and governance of target […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Disclosure, Earnings announcements, Entrenchment, Financial reporting, Forecasting, Hedge funds, Information environment, Management, Shareholder activism, Target firms, Voluntary Disclosure
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The Trian/P&G Proxy Contest
Trian’s P&G whitepaper is a unique support document for an activist proxy contest. Its 93 pages are replete with suggestions and criticisms that should be taken into account by companies in connection with their preparations to avoid an activist attack and for dealing with an activist. The whitepaper raises the not unusual issues of comparative peer […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Long-Term value, Management, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting
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Forum-Selection Provisions in Corporate “Contracts”
In our paper, we consider the emergent practice of including clauses in corporate certificates of incorporation or bylaws that specify an exclusive judicial forum for lawsuits. So far, state and lower federal courts that have considered whether such clauses are valid or enforceable have applied a contractual approach that mimics judicial treatment of forum-terms in […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Charter & bylaws, Contracts, Delaware articles, Delaware law, DGCL, Forum selection, Incorporations, Jurisdiction, Merger litigation, Shareholder suits, State law
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Another Road Leading to Business Judgment Review—Martha Stewart Living Omnimedia
In In re Martha Stewart Living Omnimedia Inc. Stockholder Litigation (Aug. 18, 2017), the Delaware Court of Chancery dismissed claims made by former stockholders of Martha Stewart Living Omnimedia (“MSLO” or the “Company”) against the Company’s former controlling stockholder, Martha Stewart, for alleged breaches of her fiduciary duties in connection with the 2015 sale of the Company […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Business judgment rule, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders, Shareholder suits
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Shareholder Litigation of Externally Managed REIT Allowed to Proceed
The Delaware Court of Chancery recently denied a motion to dismiss a shareholder derivative suit brought against an externally managed REIT. The shareholder alleged that the board of directors breached its fiduciary duties by (1) renewing the REIT’s management agreement with its external manager each year and (2) approving a transaction in which the REIT […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Agency costs, Boards of Directors, Compensation committees, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Fiduciary duties, Management, REITs, Securities litigation, Shareholder suits
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The High Cost of Fewer Appraisal Claims in 2017: Premia Down, Agency Costs Up
This post considers the preliminary results of an ongoing effort to discourage appraisal litigation. In the year since the August 2016 reforms to the Delaware appraisal statute, Chancery has issued a slew of at-or-below merger price appraisal opinions in cases such as Clearwire and PetSmart, while simultaneously pinioning fiduciary litigation by reiterating the principles of […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisition premiums, Appraisal rights, Delaware articles, Delaware law, Golden parachutes, Management, Merger litigation, Mergers & acquisitions, Shareholder suits
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How M&A Agreements Handle the Risks and Challenges of PRC Acquirors
U.S. and European companies continue to receive bids to sell themselves and their significant assets to companies based in the People’s Republic of China. Evaluation of these proposals requires due diligence of the acquiror’s ownership structure, assets, cash position, and financing sources. Moreover, even if this due diligence exercise gives rise to satisfactory results, the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Antitrust, Arbitration, China, Cross-border transactions, International governance, Mergers & acquisitions, Private equity
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