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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
Shareholder Proposal Developments During the 2017 Proxy Season
This post provides an overview of shareholder proposals submitted to public companies for 2017 shareholder meetings, including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests. I. Shareholder Proposal Statistics and Voting Results A. Shareholder Proposals Submitted 1. Overview For 2017 shareholder meetings, shareholders […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, CHOICE Act, Climate change, Compensation disclosure, Compensation ratios, Diversity, Environmental disclosure, ESG, Institutional Investors, Proxy access, Proxy season, Shareholder proposals, Shareholder voting
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Have SEC ALJs Been Operating Contrary to the U.S. Constitution?
The District of Columbia Circuit Court of Appeals’ earlier decision in Lucia v. SEC that U.S. Securities and Exchange Commission (SEC) administrative law judges (ALJs) are employees who are not subject to the Appointments Clause of the U.S. Constitution will stand after a ten-judge en banc panel of the Court deadlocked on the issue, resulting in a one-page per curiam order on June […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, SEC enforcement, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts
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What Do Measures of Real-Time Corporate Sales Tell Us About Earnings Surprises and Post-Announcement Returns?
The information asymmetry around earnings announcements has long been the center of finance and accounting research. At the time of an earnings announcement, managers have information not only about their firm’s performance over the last quarter (“within quarter”) but also about performance since the quarter-end (“post quarter”). The announced numbers and the disclosures they rely […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Conflicts of interest, Earnings announcements, Financial reporting, Information asymmetries, Information environment, Inside information, Management, Market efficiency, Market reaction
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The Value of the Shareholder Proposal Process
Early in June, the House of Representatives passed a piece of legislation, dubbed the Financial CHOICE Act, which would gut much of Dodd-Frank. One of its provisions would make it impossible for all but the largest investors to file shareholder proposals by requiring that investors must hold at least one percent of the outstanding shares […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Business Roundtable, CHOICE Act, Climate change, Diversity, ESG, Institutional Investors, Political spending, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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U.S. Supreme Court Rules That Class Action Tolling Does Not Apply to Statutes of Repose
On June 26, 2017, the U.S. Supreme Court decided in California Public Employees’ Retirement System v. ANZ Securities, Inc., No. 16-373 (U.S.), that the class action tolling doctrine established in American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974), does not extend to the three-year statute of repose under Section 13 of the […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CalPERS, Class actions, Institutional Investors, Section 11, Securities litigation, Securities regulation, Settlements, Shareholder suits, Statute of limitations, Supreme Court, Tolling
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Lawyer CEOs
We contribute to the literature on the value of CEOs with specialized professional skills by examining the effect of CEOs with law degrees on corporate litigation. We hypothesized that the combination of legal training and acquired risk aversion makes lawyer CEOs effective at managing corporate litigation risk. We identify the educational background of about 3,500 […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Commercial litigation, Executive value, Inside counsel, Management, Manager characteristics, Managerial style, Oversight, Risk management, Risk oversight, Securities litigation
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Appraisal Practice Points Post-SWS
As we discussed in our post last week, the Delaware Court of Chancery, in its SWS decision issued May 30, 2017, relying on a discounted cash flow analysis, determined that the appraised “fair value” of SWS Group, Inc. (the “Company”) was 7.8% below the merger price paid by the acquiror, Hilltop Holdings, Inc. In our study of appraisal decisions since […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Arbitrage, Delaware cases, Delaware law, Fair values, Fairness review, Leverage, Merger litigation, Mergers & acquisitions
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Second Circuit Rejects Shaw‘s “Extreme Departure Test”
[On June 21] in Stadnick v. Vivint Solar, the Second Circuit provided important guidance for determining when an omission in a registration statement is material for purposes of a Section 11 claim. The decision holds that the materiality of an omission is not determined by asking whether the omitted information constitutes an “extreme departure from the range of results […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Disclosure, Financial reporting, Misreporting, Section 11, Securities enforcement, Securities litigation, U.S. federal courts
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2017 Proxy Season Review
Amid regulatory and legislative uncertainty, investors remain committed to holding boards, and themselves, to higher levels of accountability, transparency and engagement. The 2017 proxy season is marked by the launch of a historic US stewardship code and the emergence of proxy access as standard practice across large companies. These developments unite many leading investors behind […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Proxy access, Proxy season, Proxy voting, Shareholder proposals, Stewardship, Sustainability
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