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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Officers as Agents
Although officers are crucial to corporate operations, scholarly and theoretical accounts tend to slight officers. Officers are often amalgamated with directors into a single category, “managers,” which elides significant differences. In my article, I anchor officers within the common law of agency—as does black-letter law—which crisply differentiates officers from directors. Understanding that agency is central […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Accountability, Agency costs, Boards of Directors, Business judgment rule, Charter & bylaws, Common-law claims, Disclosure, Duty of care, Duty of good faith, Duty of loyalty, Duty to inform, Fiduciary duties, Fiduciary rule, Liability standards, Management
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Weekly Roundup: February 17, 2017–February 23, 2017
A Trump Appointed AG May Not Translate to Less Aggressive Enforcement Posted by Jocelyn E. Strauber, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, February 17, 2017 Tags: Anti-corruption, DOJ, Donald Trump, FCPA, Financial regulation, Liability standards, Misconduct, Securities enforcement, Securities regulation, Voluntary Disclosure It’s Time for the Pendulum to Swing Back Posted by […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Who Bleeds When the Wolves Bite?
Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, recently issued an essay that is forthcoming in the Yale Law Journal, which is available here. The abstract of Chief Justice Strine’s essay summarizes it as […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, HLS Research, Institutional Investors, Mergers & Acquisitions, Securities Regulation
Tagged Boards of Directors, Capital markets, Corporate governance, Disclosure, Hedge funds, Institutional Investors, Long-Term value, Mergers & acquisitions, Private equity, Schedule 13D, Securities regulation, Shareholder activism, Shareholder value, Short-termism, Transparency
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A Broader Perspective on Corporate Governance in Litigation
Corporate governance issues often figure prominently in litigation, but the issues raised typically have a narrow focus. Disputes most often build on the formal legal skeleton of corporate governance created by the state’s corporation’s statutes, the particular corporation’s organizational documents, and the judicially imposed fiduciary duty of directors and officers. However, this structure represents an […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Boards of Directors, Charter & bylaws, Class actions, Decision-making, Disclosure, FCPA, Fiduciary duties, Information environment, Management, Ownership structure, Rule 10b-5, Securities litigation, Shareholder suits
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Directors Must Navigate Challenges of Shareholder-Centric Paradigm
The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to act in the best interests of the corporation and its stockholders. Evolution in the prevailing corporate governance model to a more shareholder-centric paradigm, widening fault […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Cybersecurity, Engagement, Executive Compensation, Hedge funds, Proxy access, Proxy contests, Risk oversight, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Delaware Supreme Court Confirms BJR Application After Disinterested Shareholder Approval
In Volcano Stockholders Litigation, the Delaware Supreme Court, on February 9, 2017, in a one-sentence affirmance, upheld the Court of Chancery’s decision dismissing the post-closing challenge of the $1.2 billion merger of Volcano Corp. with Philips Holding USA Inc. The plaintiffs claimed that the Volcano board had failed to fully inform stockholders in connection with […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Financial advisers, Information asymmetries, Merger litigation, Mergers & acquisitions, Tender offer
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Company Stock Reactions to the 2016 Election Shock: Trump, Taxes and Trade
Donald Trump’s election was a significant surprise. So too was the dramatic run up in the stock market that followed. A story less told is how individual stocks and industries responded to the Trump surprise, and expectations about the policies that might follow. In fact, some stocks gained significantly relative to the market; others were […]
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Posted in Academic Research, Financial Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Behavioral finance, Donald Trump, Financial regulation, Foreign firms, Information environment, International governance, Market reaction, Presidential elections, Securities regulation, Stock analysts, Taxation
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Using the Deal Price for Determining ‘Fair Value’ in Appraisal Proceedings
In a recent article I present new data on appraisal litigation and appraisal outs. I find that appraisal claims have not meaningfully declined in 2016, and that perceived appraisal risk, as measured by the incidence of appraisal outs, has increased since the Dell appraisal in May 2016. After reviewing current Delaware appraisal doctrine, I propose […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Accounting, Appraisal rights, Conflicts of interest, Contracts, Delaware cases, Delaware law, Fair values, Fiduciary duties, Firm valuation, In re Appraisal of Dell, In re Appraisal of DFC Global, Information environment, Merger litigation, Mergers & acquisitions, Negotiation, Shareholder suits
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