Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Chancery Court Suggests Rights Offerings May Limit Liability in Certain Transactions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 16, 2017

When a corporation sells corporate assets to its (or an affiliate of its) controlling stockholder, Delaware courts generally will review that transaction under the exacting “entire fairness” standard. But what if the corporation’s minority stockholders are given the opportunity to participate along with the controlling stockholder in the purchase of the corporate assets pro rata […]

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What Determines Participation in Corporate Voting?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 16, 2017

As Kahan & Rock (2007) note “Never has voting been more important in corporate law”. Participation in corporate voting is the main mechanism via which most shareholders voice their opinion and affect management. As part of a general rise in attention to shareholder voting and shareholder activism, regulators have called for greater participation to ensure […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors | Tagged , , , , , , , , | Comments Off on What Determines Participation in Corporate Voting?

Weekly Roundup: June 9–June 15, 2017

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 16, 2017

Breaking the Ice: Investors Warm to Climate Change Posted by Nick Dawson, Proxy Insight, on Friday, June 9, 2017 Tags: BlackRock, Climate change, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting Corporate Governance of SIFI Risk-Taking: An International Research Agenda Posted by Steven L. Schwarcz & Aleaha Jones, Duke University, on Friday, June 9, 2017 Tags: Agency costs, Banks, Executive Compensation, Financial crisis, Financial regulation, Risk, Risk oversight, Risk-taking, Shareholder […]

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Financial CHOICE Act of 2017

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 15, 2017

[On June 9, 2017], the U.S. House of Representatives, voting almost entirely along party lines, passed H.R. 10, the “Financial CHOICE Act of 2017” (the “CHOICE Act”), a Republican proposal that would substantially restructure the post-crisis regulatory framework and provide significant regulatory relief to certain highly capitalized banking organizations. The vote was 233 to 186 and […]

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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , , , , | Comments Off on Financial CHOICE Act of 2017

The Dangerous “Promise of Market Reform”: No Shareholder Proposals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 15, 2017

This has been a historic proxy season, marking three majority votes for shareholder proposals addressing climate change at Occidental Petroleum, PPL Corp. and ExxonMobil, with the latter proposal exceeding 60% support. As of this writing it is too early to tell which asset managers voted for these proposals, with the exception of BlackRock, which announced that […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | 1 Comment

Distracted Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 15, 2017

A board needs its members to be attentive to effectively fulfill its advisory and monitoring roles, but directors inevitably have outside obligations, which sometimes distract them from their board responsibilities. To minimize the possibility of directors becoming overly distracted, public firms have increasingly imposed restrictions on the outside duties that their directors may assume. In […]

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Government Leaks Lead to Landmark Insider Trading Case

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 14, 2017

On May 24, 2017, the SEC for the first time brought charges based on allegations of insider trading on confidential government information. The alleged insider trading scheme involved tips related to three announcements by the Center for Medicare & Medicaid Services (“CMS”) regarding non-public rate changing decisions affecting the stock of issuers in the healthcare […]

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The Other Securities Regulator: A Case Study in Regulatory Damage

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 14, 2017

In 2016, regulators approved a new rule that imposes fiduciary obligations on broker-dealers and their personnel in connection with the investment advisory services they provide to their customers. The rule is among the most controversial ever adopted in the securities realm—a remarkable fact given that the agency with primary regulatory authority over the U.S. securities […]

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Supreme Court Reaffirms Corporate Defendants Subject to Personal Jurisdiction Only “At Home”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 14, 2017

On May 30, 2017, the U.S. Supreme Court strongly reaffirmed the Daimler rule that a corporate defendant is typically subject to general personal jurisdiction only in its place of incorporation and its principal place of business.  Ruling 8-1 in BNSF Railway Co. v. Tyrrell, the Court also indicated that any exceptions to this rule will be […]

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M&A Activism: A Special Report

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 13, 2017

The Board Perspective Pre-announcement preparations for shareholder approvals have become an increasingly onerous process, putting new strains on independent directors and management teams alike. Today, boards prepare early, knowing the robustness of the process will be closely monitored. Responses for various eventualities in which an activist emerges are tested. A smooth rollout, including the official […]

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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , | Comments Off on M&A Activism: A Special Report
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