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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Mapping Types of Shareholder Lawsuits Across Jurisdictions
I recently posted my book chapter, Mapping Types of Shareholder Lawsuits across Jurisdictions (forthcoming in the Research Handbook on Shareholder Litigation, edited by Jessica Erickson, Sean Griffith, David Webber and Verity Winship) on SSRN. When corporate law scholars explore shareholder litigation abroad, they often start by looking for types of shareholder litigation familiar from the […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Agency costs, Corporate forms, Derivative suits, EU, Europe, Germany, International governance, Ownership structure, Securities litigation, Shareholder suits, Shareholder value, UK
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Proxy Access: Best Practices 2017
This post updates the Council of Institutional Investors’ (CII) 2015 guide, “Proxy Access: Best Practices,” an overview of the Council’s views on common proxy access bylaw provisions. Proxy access, a mechanism that enables shareholders to place their nominees for director on a company’s proxy card, gives shareholders a meaningful voice in board elections. In 2015, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Institutional Investors, Proxy access, Proxy advisors, Proxy materials, Shareholder nominations, Shareholder voting
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