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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Second Circuit Ruling Creates Challenge for Securities Class Action Plaintiffs
The Second Circuit recently considered the extraterritorial application of the U.S. securities laws in the private securities class action context, bringing some clarity to an area of the law that is increasingly important given the globalization of financial markets. In re Petrobras Securities, 862 F.3d 250 (2nd Cir. 2017) was an appeal of a class certification […]
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Posted in Court Cases, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Cross-border transactions, Financial regulation, International governance, Money laundering, Securities fraud, Securities litigation, Securities regulation, U.S. federal courts
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Federal Reserve Board Proposes Guidance Addressing Supervisory Expectations on Boards of Directors
On August 9, 2017, the Board of Governors of the Federal Reserve System (FRB) published proposed guidance (Proposal) that would address supervisory expectations on boards of directors of banks and holding companies, as applicable. The Proposal results from a multi-year review of practices of boards of directors, particularly at the largest banking organizations, which assessed, […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank boards, Banks, Board monitoring, Board performance, Boards of Directors, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Oversight, SIFIs
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Far Beyond the Quarterly Call
The structure and content of corporate communications with shareholders contribute to pressures towards short-termism. For example, the practice of issuing quarterly earnings guidance seems to reinforce short-term investment horizons. CEOs have also described short-term pressures as having intensified over the last five years, citing, in addition, the competitive environment, performance expectations from the board, economic […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Capital allocation, Institutional Investors, Long-Term value, Management, Shareholder value, Short-termism
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ISS and the Removal of CEOs: A Call for an Enhanced Standard
Recently, shareholder activists have been pursuing proxy contests seeking to prevent re-election of the CEO as a director, by proposing an alternative director nominee. When voting in proxy contests, many shareholders give significance to (or automatically follow) the recommendations of Institutional Shareholder Services Inc. (ISS). The analytical framework that ISS uses to determine whether it […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Director nominations, Executive performance, Firm performance, Institutional Investors, ISS, Management, Proxy advisors, Proxy contests, Proxy fights, Shareholder activism, Shareholder nominations
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SEC Staff Examines Impact of Regulation on Capital Formation and Market Liquidity
In response to a statutory requirement, the SEC Staff of the Division of Economic and Risk Analysis (DERA) has issued a lengthy report to Congress on the combined impacts of the Dodd-Frank Act and other financial regulations on access to capital for consumers, investors and businesses and market liquidity. DERA studied (a) capital raising in the primary […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Capital markets, Dodd-Frank Act, Equity offerings, Financial regulation, Investor protection, IPOs, JOBS Act, Liquidity, Regulation D, SEC, Securities enforcement, Securities regulation
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Weekly Roundup: August 18–24, 2017
Losing Stockholder Standing to Assert and Enforce Corporate Inspection Rights Posted by Jacqueline Rubin and Matthew Stachel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, August 18, 2017 Tags: Books and records, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions, Shareholder rights, Shareholder suits, Standing, Tender offer Regulating Motivation: A New Perspective on the Volcker Rule Posted by Marcel Kahan and Ryan Bubb, […]
Click here to read the complete postBoard Oversight of Long-Term Value Creation and Preservation
Stakeholders increasingly expect boards of directors to do more to oversee the organizations they direct. Some of these expectations are spelled out in laws and regulations—the Sarbanes-Oxley, Dodd Frank, Foreign Corrupt Practices, Anti-money Laundering acts—and stock exchange listing standards, to name just a few. Regulatory-driven board risk oversight expectations, by design, have focused on protecting […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Incentives, Information environment, Institutional Investors, Internal auditors, Long-Term value, Management, Oversight, Proxy advisors, Risk, Risk assessment, Risk management, Risk oversight, Short-termism
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Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties
On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and Sequential Brands Group, Inc. (“Sequential”). In his opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation, C.A. No. 11202-VCS (Del. Ch. Aug. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Class actions, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders
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The Era of Private Ordering for Corporate Governance
Following the 2016 election, corporate governance circles have focused intently on what will happen in the nation’s capital with regard to a potential roll back of the current regulatory regime. The Trump Administration immediately signaled a strong desire for wide-ranging regulatory reform through a series of executive orders directed at federal agencies. Subsequent Congressional and […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Corporate Social Responsibility, Disclosure, Diversity, Dodd-Frank Act, Environmental disclosure, ESG, Executive Compensation, Human capital, Institutional Investors, Private ordering, Say on pay, Securities regulation, Sustainability, Voluntary Disclosure
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ISS Releases Surveys for 2018 Policy Updates
On August 3, 2017, the proxy advisory firm Institutional Shareholder Services (“ISS”) launched its annual policy survey. Each year, ISS solicits comments in connection with the review of its proxy voting policies. ISS then uses the data to inform its voting policy review. At the end of this process, ISS will announce its updated proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation ratios, Diversity, Dual-class stock, Executive Compensation, Institutional Investors, ISS, Pay for performance, Poison pills, Proxy advisors, Proxy voting, Shareholder voting, Surveys, Virtual meetings
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