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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
Delaware Court of Chancery Extends Business Judgment Protection to Control Shareholders Selling to a Third Party
In 2014, the Delaware Supreme Court ruled that a control stockholder buying out the public minority interest could achieve the safe haven of business judgment review, provided that the controller structured the transaction to provide certain protections, notably special committee approval, full disclosure and a majority-of-minority vote condition. Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (“MFW”). […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions
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2017 Securities and M&A Litigation Mid-Year Review
As we previewed in our 2016 Year in Review, several significant developments in the federal securities laws occurred during the first half of 2017. The U.S. Supreme Court ruled that the Securities Act’s repose period is not subject to class-action tolling, in California Public Employees’ Retirement System v. ANZ Securities, Inc. In another case addressing the application […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Class actions, Delaware cases, Delaware law, Disclosure, Disgorgement, Fraud-on-the-Market, Merger litigation, Mergers & acquisitions, Securities litigation, Statute of limitations, Supreme Court, Tolling
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Activist Investors’ Approaches to Targeting Boards
Clients who are anticipating or early in the process of an activist situation, and a potential proxy contest, often ask us two questions: How do you know if an activist is going to seek to expand the board or target specific directors for replacement (and potentially escalate the situation to a proxy contest)? If an […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board performance, Boards of Directors, Charter & bylaws, Director nominations, Director qualifications, Engagement, Firm performance, Ousting directors, Proxy contests, Shareholder activism
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Private Equity and Financial Fragility During the Crisis
The recent global financial crisis increased the attention paid by policy makers, regulators, and academics to financial stability. While much attention has been devoted to deficiencies in the banking system, high levels of corporate debt have also triggered concerns. Highly leveraged firms may enter financial distress during a crisis, exacerbating cutbacks in investment and employment […]
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Sales practices in the financial services industry have come under increased scrutiny from both regulators and financial institutions since last year. The attention so far has been largely on the financial institutions’ sales practices, which include activities throughout the customer relationship lifecycle from marketing to sales, servicing, and collection. However, the scope is broadening to […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Compliance & ethics, Due diligence, Financial institutions, Financial regulation, Oversight, Reputation, Risk, Risk management, Wells Fargo
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Information Asymmetries Conceal Fraud and Systemic Risks in the U.S. Banking Industry
U.S. Government Initiatives (USGIs) to “foster economic growth and vibrant financial markets through more rigorous regulatory impact analysis that addresses systemic risk and market failures, such as moral hazard and information asymmetry” are failing because of a deeply ingrained industry practice and bias. Bank regulatory oversight protects the FDIC’s Deposit Insurance Fund and the stability […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Deposit insurance, Disclosure, Dodd-Frank Act, FDIC, Financial institutions, Financial regulation, Financial reporting, FSOC, Information asymmetries, Information environment, Investor protection, SEC, Stress tests, Systemic risk, Transparency
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Regulating Motivation: A New Perspective on the Volcker Rule
The myriad problems with the Dodd-Frank Act’s ban on proprietary trading by banks have led to a rare bipartisan consensus: the Volcker Rule must be pared back or even repealed. At the root of the Rule’s problems is a fundamental definitional challenge. Whether a particular trade is banned turns on its motivation—is the trade intended […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banker bonuses, Banks, Broker-dealers, Compensation guidelines, Compliance and disclosure interpretation, Dodd-Frank Act, Financial institutions, Incentives, Labor markets, Proprietary trading, Risk-taking, Volcker Rule
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Losing Stockholder Standing to Assert and Enforce Corporate Inspection Rights
The rights of stockholders to demand to inspect a corporation’s books and records under state corporation laws are a powerful method of ensuring the stockholders’ rights and interests are safeguarded. Such inspection rights are not, however, unfettered. Exercising them involves balancing the inspection rights with the rights of corporations “to be free of frivolous or […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Books and records, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions, Shareholder rights, Shareholder suits, Standing, Tender offer
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Weekly Roundup: August 11–17, 2017
Temporary Relief Under the Volcker Rule to Foreign Banks With Respect to Certain Foreign Private Investment Funds Posted by Reena Sahni, Shearman & Sterling LLP, on Friday, August 11, 2017 Tags: Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks, International governance, Private funds, Volcker Rule Next Proxy Access Battlefront? SEC Rejects Attempt to Exclude Proxy Access Shareholder Proposal Posted by Ning Chiu, Davis […]
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Posted in Practitioner Publications
Tagged Weekly Roundup
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