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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
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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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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