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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
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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Weekly Roundup: September 1–7, 2017
Political Uncertainty and Firm Disclosure Posted by Audra Boone, Texas Christian University, on Friday, September 1, 2017 Tags: Capital markets, Disclosure, Filings, Form 8-K, Information asymmetries, Information environment, Management, Market conditions, Market reaction, SEC, Transparency, Voluntary Disclosure Corporate Governance—the New Paradigm Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 1, 2017 Tags: Board independence, Boards of Directors, Compensation ratios, Engagement, Executive Compensation, Fiduciary duties, International governance, Long-Term value, Public interest, Shareholder activism, Shareholder value, Short-termism, UK, Vanguard NYDFS Cybersecurity […]
Click here to read the complete postOut of Sight Out of Mind: The Case for Improving Director Independence Disclosure
In July 2016, a coalition of 13 CEOs and heads of major investment firms—which included names like JPMorgan Chase CEO Jamie Dimon, Berkshire Hathaway CEO Warren Buffett, General Motors CEO Mary Barra and BlackRock CEO Larry Fink—released the Commonsense Principles of Corporate Governance (discussed on the Forum here). These Principles emphasize the critical role of […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Institutional Investors, Securities Regulation
Tagged Board independence, Boards of Directors, Conflicts of interest, Disclosure, Information environment, Institutional Investors, Regulation S-K, Securities regulation, Transparency
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Divided Second Circuit Panel Overrules Prior Newman Insider Trading Decision
On [August 23, 2017], in United States v. Martoma, the United States Court of Appeals for the Second Circuit overruled its own 2014 decision in United States v. Newman and altered the standard for determining whether the personal benefit element of insider trading has been satisfied. The decision had been eagerly anticipated as a key test […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Inside information, Insider trading, Liability standards, SEC, SEC enforcement, Securities enforcement, Supreme Court, U.S. federal courts
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Delaware Supreme Court Reverses Chancellor’s Chicago Bridge Ruling
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court’s ruling in Chicago Bridge v. Westinghouse The Delaware Supreme Court determined that an independent auditor appointed to resolve purchase price adjustment disputes did not have a “wide-ranging brief to adjudicate all disputes” under the Purchase Agreement but, rather, “one confined […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Accounting standards, Acquisition agreements, Audits, Contracts, Delaware cases, Delaware law, External auditors, GAAP, Indemnification, Liability standards, Merger litigation, Mergers & acquisitions
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Companies Should Maximize Shareholder Welfare Not Market Value
There is a big debate in Washington about the attempt in many states to restrict people’s ability to vote in political elections. Yet, there is almost complete silence about a more imminent and no less important form of vote suppression: the attempt to limit shareholder votes introduced in the Financial Choice Act, approved by the […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, HLS Research, Institutional Investors, Securities Regulation
Tagged CHOICE Act, Corporate Social Responsibility, ESG, Institutional Investors, Securities regulation, Shareholder value, Shareholder voting
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The Evolution and Current State of Director Compensation Plans
Over the past 20 years, there has been a major shift in how large public companies have compensated their outside Directors. These changes have included the elimination of Board meeting fees, granting of equity compensation in the form of full-value shares, the elimination of Director retirement plans and other perquisites, adoption of stock ownership guidelines […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board meetings, Boards of Directors, Compensation committees, Director compensation, Equity-based compensation, Incentives, Surveys
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CSX Attracts New CEO and Stock Price Rises Sharply
In 2017, CSX Corporation, a leading railroad company, paid or committed to pay (subject to certain conditions) over $200 million (including grant-date value of a stock option discussed below) to attract E. Hunter Harrison as its new chief executive officer. On January 18, 2017, Canadian Pacific Railway Limited announced that Mr. Harrison was resigning as […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation
Tagged Boards of Directors, Equity-based compensation, Executive Compensation, Executive performance, Executive value, Firm performance, Management, Management contracts, Shareholder activism, Shareholder value
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