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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
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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Delaware’s Most Recent Thinking on the Preferred-Common Conflict
In two recent decisions, the Delaware Court of Chancery addressed the differing rights of preferred and common stockholders in the M&A context. On April 14, 2017, in Frederic Hsu Living Trust v. ODN Holding Corp., the Court refused to dismiss claims that a private equity fund and the directors of one of its portfolio companies […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Boards of Directors, Contracts, Delaware cases, Delaware law, Dual-class stock, Fiduciary duties, Liquidation, Merger litigation, Mergers & acquisitions, Private equity, Shareholder value
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Why Your D&O Policies Should Cover Delaware Appraisal Proceedings
It’s now accepted wisdom that virtually all public company mergers and acquisitions will be challenged with at least one lawsuit—over 95% of them are. A less well-publicized form of challenge—and one that is both fascinating and perplexing for those interested in securities litigation—is the unique creature of Delaware law known as the appraisal proceeding. Under Delaware […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Activist arbitrageurs, Appraisal rights, Arbitrage, Boards of Directors, D&O insurance, Delaware cases, Delaware law, DGCL, DGCL Section 262, Director liability, Fiduciary duties, Hedge funds, In re Appraisal of Dell, Indemnification, Merger litigation, Mergers & acquisitions, Securities litigation
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2017 Proxy Season Review
The complete publication (available here) summarizes significant developments relating to the 2017 U.S. annual meeting proxy season, including: Decline in traditional governance proposals. Proposals on traditional governance reforms (destaggering the board, adopting majority voting in uncontested director elections, eliminating supermajority voting provisions, and adopting special meeting rights) continued to decline in frequency. There are simply fewer […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board independence, Boards of Directors, Diversity, Equity-based compensation, ESG, Executive Compensation, Institutional Investors, Proxy access, Proxy season, Say on frequency, Say on pay, Shareholder voting
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OFAC Breaks New Ground By Penalizing Non-U.S. Companies for Making U.S. Dollar Payments Involving a Sanctioned Country
On July 27, 2017, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) announced a $12 million settlement with CSE Global Limited (“CSE Global”) and its subsidiary, CSE TransTel Pte. Ltd. (“TransTel”), which are both based in Singapore. TransTel entered into contracts to install telecommunications equipment for several Iranian energy projects. According to the […]
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Posted in Accounting & Disclosure, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Disclosure, Financial regulation, International governance, Iran, Misconduct, OFAC, Sanctions, Treasury Department
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The Volcker Rule and Potential Conflicts of Interests in Banks
Under intense pressure from the banking industry, the Trump Administration recently introduced legislation to repeal the Dodd-Frank Act and thereby eliminate the Volcker Rule. This development immediately raises the question of why the big banks would want to worry about a small, arcane, technical trading rule such as the Volcker Rule. The answer is that the […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Conflicts of interest, Dodd-Frank Act, Financial crisis, Financial regulation, Glass-Steagall, Information asymmetries, Information environment, Insider trading, Moral hazard, Proprietary trading, Systemic risk, Volcker Rule
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Declassified Boards Are More Likely to Be Diverse
The Equilar Gender Diversity Index (GDI) has reported that, at the current pace of growth in female representation on public company boards of directors, gender parity would not be reached until Q4 2055 for the Russell 3000. However, annually elected boards may already have an edge against their classified counterparts. Classified boards, also colloquially known as […]
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Posted in Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Board composition, Board declassification, Boards of Directors, Classified boards, Diversity, Shareholder voting, Staggered boards
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The Remaking of Wall Street
At the dawn of the Financial Crisis of 2007-09, major investment banks stood as the elite of Wall Street. They were large-scale, publicly listed corporations providing broad-ranging financial products and services across the globe. But as we know, their reliance on short-term funding and exposure to mortgage-related securities left them financially vulnerable and created system-wide […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Private Equity
Tagged Asset management, Banks, Broker-dealers, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Hedge funds, Investment banking, Private equity, Shadow banking, SIFIs, Systemic risk
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Chancery Finds Fair Value To Be Less Than Half Merger Price
In a decision issued on Friday [July 21, 2017] that will likely slow the recent spike in appraisal suits, the Delaware Court of Chancery held that the fair value of Clearwire Corp. was $2.13 per share—less than half the merger price of $5 per share. See ACP Master, Ltd. et al. v. Sprint Corp., et al., […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Shareholder suits
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