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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
Corporate Governance—the New Paradigm
This week witnessed two very significant developments in the new paradigm for corporate governance, one in the U.S. and one in the U.K. Both will have cross-border impact. Both have the purpose of promoting investment to achieve sustainable long-term investment and growth. In the U.K., government proposals for corporate governance reform center on (1) better aligning executive […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged 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
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Political Uncertainty and Firm Disclosure
Recently, there has been an increasing focus on how political uncertainty affects economic activity. Elections, in particular, generate uncertainty regarding future governmental policies that could impact firm cash flows. Academic research shows that firms often respond by reducing capital raising and investment activities (e.g., Baker et al., 2016; Jens, 2017). Importantly, declines in real activity […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Capital markets, Disclosure, Filings, Form 8-K, Information asymmetries, Information environment, Management, Market conditions, Market reaction, SEC, Transparency, Voluntary Disclosure
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Weekly Roundup: August 25–31, 2017
SEC Staff Examines Impact of Regulation on Capital Formation and Market Liquidity Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, August 25, 2017 Tags: Capital formation, Capital markets, Dodd-Frank Act, Equity offerings, Financial regulation, Investor protection, IPOs, JOBS Act, Liquidity, Regulation D, SEC, Securities enforcement, Securities regulation ISS and the Removal of CEOs: A Call for an Enhanced Standard Posted by Richard Grossman, Skadden, Arps, Slate, […]
Click here to read the complete postMeadWestvaco Highlights the Extremely High Bar To Personal Liability of Disinterested Directors
In In re MeadWestvaco Stockholders Litigation (Aug. 17, 2017), the Delaware Court of Chancery dismissed claims against target company directors for breach of the duty of loyalty based on allegations that they had acted in bad faith in approving a merger. The decision—in which the court suggests that the standards of “waste” and “bad faith” are equivalent—highlights […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Director liability, Duty of care, Duty of loyalty, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder activism
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Make-Whole Premiums and the Agency Costs of Debt
A make-whole premium is a contractual penalty a borrower must pay for prepaying a loan. In several recent bankruptcy cases, the court ruled that the debtor triggered its make-whole obligations by voluntarily filing for bankruptcy and thereby accelerating all of its debts. In such cases, the questions then arise whether, and at what level of […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress
Tagged Agency costs, Bankruptcy, Bankruptcy Code, Debt, Debtor-creditor law, Distressed companies
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SEC Announces Results of Cybersecurity Examination Initiative
On August 7, 2017, the Office of Compliance Inspections and Examinations (“OCIE”) of the US Securities and Exchange Commission (“SEC”) announced the results of its second cybersecurity examination initiative. This initiative built on the SEC’s 2014 cybersecurity examination initiative (“Cybersecurity 1 Initiative”) but “involved more validation and testing of procedures and controls surrounding cybersecurity preparedness.” […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance and disclosure interpretation, Cybersecurity, Risk, Risk assessment, Risk management, Risk oversight, SEC, Securities regulation
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NAIC Adopts Model Cybersecurity Law
The Cybersecurity (EX) Working Group and the Innovation and Technology (EX) Task Force of the National Association of Insurance Commissioners (“NAIC”), at the NAIC Summer 2017 National Meeting in Philadelphia, approved the Insurance Data Security Model Law (the “Model Law”). This is a significant step in cybersecurity regulation. The Model Law closely parallels the comprehensive […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Audits, Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Due diligence, Financial regulation, Insurance, New York, Risk, Risk assessment, State law
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2017 Mid-Year Activism Update
This post provides an update on shareholder activism activity involving NYSE- and NASDAQ-listed companies with equity market capitalizations above $1 billion during the first half of 2017. Activism has continued at a vigorous pace thus far in 2017. As compared to the same period in 2016, [the complete publication] captured more public activist actions (59 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board composition, Boards of Directors, Institutional Investors, Proxy advisors, Proxy season, Settlements, Shareholder activism, Shareholder voting, Short sales, Surveys
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Chancery Court Provides Guidance Regarding Limits on a Delaware Corporation’s Ability to Fix Unauthorized Corporate Acts
The Delaware Court of Chancery recently established new guidelines regarding the ability of a corporation to ratify defective corporate acts due to a failure of authorization pursuant to Sections 204 or 205 of the Delaware General Corporation Law (“DGCL”) in Nguyen v. View, Inc., C.A. No. 11138-VCS (Del. Ch. Jun. 6,2017). After the enactment of Sections 204 and 205 in 2014, […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Capital formation, Charter & bylaws, Controlling shareholders, Delaware cases, Delaware law, DGCL, DGCL Section 204, DGCL Section 205, Dual-class stock, Incorporations, Ownership structure, Securities regulation
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