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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
The Limits of Gatekeeper Liability
Gatekeeper liability—the framework under which actors such as law firms, investment banks, and accountants face liability for wrongs committed by their corporate clients—is one of the most widely used strategies for controlling corporate wrongdoing. It nevertheless faces several well recognized flaws: gatekeepers may seek more to escape liability than to prevent wrongdoing by their clients; […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Compliance & ethics, Disclosure, Due diligence, Liability standards, Misconduct, Oversight, Rule 10b-5, Section 11, Securities fraud
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Why Your Board Should Refocus on Key Risks
How well management handles key risks often determines whether the company will achieve its strategic goals. It’s easy for boards to get bogged down discussing financial and compliance risks. But that can mean that they’re not paying enough attention to risks that are truly critical. Directors need to make sure they’re focusing on the right […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Boards of Directors, Compliance and disclosure interpretation, Corporate culture, Cybersecurity, Disclosure, Firm performance, Management, Reputation, Risk, Risk management, Risk oversight
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On Long-Tenured Independent Directors
A growing number of countries, such as UK and France, have adopted tenure-related guidelines or tenure restrictions for independent directors. Most countries adopt a comply-or-explain approach to regulating tenure recommending a maximum tenure for a corporate director between nine and twelve years. In the United States however, where explicit limits are absent, a recent survey […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Board independence, Board tenure, Boards of Directors, Director tenure, Entrenchment, Firm performance, Human capital, Oversight, Risk, Term limits
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State Bank Regulators Challenge OCC’s Authority to Issue Fintech Charters
On April 26, 2017, the Conference of State Bank Supervisors (“CSBS”) sued the Office of the Comptroller of the Currency (“OCC”) in federal court in Conference of State Bank Supervisors v. OCC, alleging that the OCC’s plan to charter fintech companies as special purpose national banks is unlawful because the process the OCC used to […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, Charter & bylaws, Compliance & ethics, Financial institutions, Financial regulation, Financial technology, New York, OCC, Securities litigation, Securities regulation, State law, U.S. federal courts
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The Role of Social Capital in Corporations: A Review
While the importance of Physical Capital, Human Capital, and Intellectual Capital in corporations is well understood, there is another type of capital, perhaps equally important, which has received a lot less attention: Social Capital—broadly defined as the quality of the relationships that a firm, and its executives and employees, have built with other stakeholders. To […]
Click here to read the complete postAppraisal Decision Sole Reliance on Merger Price: PetSmart
In In re Appraisal of PetSmart, Inc. (May 26, 2017), which related to the acquisition of PetSmart, Inc. (the “Company”) by funds managed by private equity firm BC Partners, Inc., the Delaware Court of Chancery determined “fair value” for appraisal purposes to be equal to the merger price.
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Auctions, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions
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Decreasing Patience for IPOs with Poor Shareholder Rights
For many years, companies have often held their initial public offerings (IPOs) while maintaining potentially shareholder-unfriendly features, such as multi-class share structures, restrictions on shareholders’ ability to amend bylaws, supermajority vote requirements, and classified boards. Arguments for those practices include giving management room to maneuver during its initial public years, protecting certain shareholder classes, and […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Dual-class stock, Institutional Investors, IPOs, ISS, Proxy advisors, Public firms, Shareholder proposals, Shareholder rights, Shareholder voting
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Weekly Roundup: May 26–June 1, 2017
Bank Governance and Systemic Stability: The “Golden Share” Approach Posted by Saule T. Omarova, Cornell University, on Friday, May 26, 2017 Tags: Bailouts, Banks, Financial crisis, Financial institutions, Oversight, Risk oversight, Shocks, SIFIs, Stakeholders, Systemic risk, Too big to fail Snap and the Rise of No-Vote Common Shares Posted by Ken Bertsch, Council of Institutional […]
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Market Review and Outlook Review In 2016, the number of reported M&A transactions worldwide dipped by 2%, from a record 34,838 deals in 2015 to 34,191, but still represented the second-highest annual tally since 2000. Worldwide M&A deal value decreased 16%, from $3.64 trillion to $3.06 trillion—a total that was still the third-highest annual figure […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Acquisition agreements, Deal protection, Disclosure, Earnouts, International governance, Mergers & acquisitions, Poison pills, Private equity, SEC, Securities regulation, Takeover defenses, Venture capital firms
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Proxies and Databases in Financial Misconduct Research
Research on the causes and consequences of financial misconduct has exploded in recent years, due partly to the availability of electronic databases that make it easy to compile samples of misconduct events. We identify more than 150 papers that examine financial misconduct based on samples drawn from one or more of four electronically-available databases: the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement
Tagged Accounting, Class actions, Disclosure, GAO, Misconduct, Misreporting, Restatements, SEC, SEC enforcement, Securities enforcement, Securities fraud
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