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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
Considerations for U.S. Public Companies Acquiring Non-U.S. Companies
When it is time to sell a company, there are a number of financial and legal steps a business should consider to ready itself for a merger or acquisition. When the potential buyer is a U.S. public company, that list may get longer. The following are some common issues that arise in the context of […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Acquisition agreements, Confidentiality, Cross-border transactions, Disclosure, FCPA, Financial reporting, International governance, Mergers & acquisitions, Reporting regulation, Sarbanes–Oxley Act, SEC, Securities regulation
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The Shifting Tides of Merger Litigation
In The Shifting Tides of Merger Litigation, we analyze the changes to the merger litigation market in the wake of the Trulia decision which limited attorneys’ fees in disclosure-only settlements. We find that overall levels of merger litigation have declined in the past year, suggesting that Delaware’s effort to reduce frivolous litigation has been at least […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware articles, Delaware cases, Delaware law, Derivative suits, DGCL, Disclosure, In re Trulia, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law
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Section 16(B)—If at First You Don’t Succeed…
If an officer, a director or a large (10% or more) shareholder of a public corporation realizes a profit from buying and selling stock within a six-month period, Section 16(b) of the Securities Exchange Act of 1934 (the “Act”) authorizes the corporation to recover from such statutory insider any so-called “short swing” profits. If the […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Exchange Act, Exchange Act s.16, Exchange Act s.28, Insider trading, Liability standards, Rule 10b-5, Securities damages, Securities enforcement, Securities regulation, Short sales
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Is a “Target Range” Right for your Incentive Plan?
As shareholders of U.S. public companies demand more accountability for performance, Boards are under increased pressure to continue to strengthen the P4P linkage of their incentive compensation plans. In a 2013 survey of Compensation Committee members co-sponsored by the NYSE, Conference Board, and Pay Governance, the top 3 “challenges” that Committees stated they were facing […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Accountability, Boards of Directors, Compensation committees, Executive Compensation, Executive performance, Firm performance, Incentives, Long-Term value, Management, Pay for performance, Say on pay
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2017: Where Things Stand—Appraisal, Business Judgment Rule and Disclosure
As has been widely discussed over the past two years, the Delaware courts have moved toward substantially greater deference to board and stockholder decisions in M&A transactions. Other than in the case of transactions with controllers, there is significantly less risk today than in the past that a challenge (particularly post-closing) to a board decision […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Business judgment rule, Delaware cases, Delaware law, Disclosure, Fair values, In re Trulia, Materiality, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, Shareholder voting, Tender offer
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2017 Investor Corporate Governance Report
In our 2017 Annual Corporate Governance Survey, we asked Institutional Investors who collectively represent over $5 Trillion of Assets under Management a series of questions relating to one theme: what do they believe will be the key Corporate Governance areas of focus for 2017 and beyond? In keeping with Surveys from previous years, investors expect […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, ESG, Europe, Executive Compensation, Institutional Investors, International governance, Proxy season, Proxy voting, Shareholder voting, Stewardship, Stewardship Code, UK
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Are Bank Fiduciaries Special?
A distinct current of the post-crisis financial reform literature seizes on banking institutions’ status as corporate entities, and suggests that improving the governance regimes of these institutions can help prevent a recurrence of the abuses that led us to 2008. Some contributors to this literature highlight apparent abuses of the norms already governing bank fiduciaries […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Accountability, Banks, Duty of care, Duty of good faith, Duty of loyalty, Fiduciary duties, Financial crisis, Financial institutions, Financial regulation, Oversight, Risk, Systemic risk
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In Search of Lost Time: What if Delaware Had Not Adopted Shareholder Primacy?
Delaware law today is based upon the core concept that corporate directors cannot subordinate the best interests of stockholders to that of other corporate constituencies unless stockholders themselves expressly support that subordination. In my recent paper In Search of Lost Time: What if Delaware Had Not Adopted Shareholder Primacy, which is publicly available on SSRN (and […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Agency model, Boards of Directors, Corporate forms, Delaware articles, Delaware cases, Delaware law, DGCL, Shareholder rights, State law
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Hot-Button Issues for the 2017 Proxy Season
Engaging Regulatory Change Troy A. Paredes, Founder, Paredes Strategies LLC People matter. Or as it is put in Washington circles, “personnel is policy.” With the transition of the White House from President Obama to President Trump, there will be new people throughout the federal government. This includes a Republican majority at the Securities and Exchange […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Engagement, Executive Compensation, Institutional Investors, Proxy access, Proxy season, Proxy voting, Rule 14a-8, Say on pay, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder value, Shareholder voting, Short-termism
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Shareholder Proposals Regarding Lead Director Tenure: A Harbinger of Things to Come?
The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and continuity to the board—along with the gravitas sometimes necessary to challenge management. Others contend that directors with long tenure are “stale” and rarely […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Board composition, Board turnover, Boards of Directors, Director tenure, Institutional Investors, Oversight, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Term limits
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