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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Activist Investing Annual Review 2017
The juggernaut of shareholder engagement kept rolling in 2016 as a surge of one-off campaigns, governance-related proposals and remuneration crackdowns made for a busy year. 758 companies worldwide received public demands—a 13% increase on 2015’s total of 673—including 104 S&P 500 issuers and eight of the FTSE 100. Yet for dedicated activist investors, it was […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Hedge funds, International governance, Mergers & acquisitions, Private equity, Proxy access, Shareholder activism, Shareholder nominations, Shareholder voting, Short sales
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The Corwin Effect: Stockholder Approval of M&A Transactions
The most important development in Delaware law during 2016 was arguably the courts’ growing deference to stockholder approval. In 2015, the Delaware Supreme Court held in Corwin v. KKR Financial Holdings that a transaction subject to enhanced scrutiny under Revlon will instead be reviewed under the deferential business judgment rule after it has been approved […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, In re Trulia, Institutional Investors, Merger litigation, Mergers & acquisitions
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Gordon v. Verizon: New York Parts Company with Delaware
On February 2, 2017, the New York Appellate Division, First Department, issued a decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (1st Dep’t 2017) approving the settlement of litigation over an acquisition by Verizon Communications (“Verizon”) and articulating a new test to evaluate the fairness of such settlements. The Gordon decision […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Attorneys' fees, Charter & bylaws, Delaware cases, Delaware law, Disclosure, Fairness review, Forum selection, In re Trulia, Merger litigation, Mergers & acquisitions, New York, Settlements, Shareholder suits, State law
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Tactical Approaches to Proxy Season 2017
As most public companies approach the start of Proxy Season 2017, investor voting policies and the hottest trends in corporate governance are important content that highlight issues companies will face at their annual meetings. Equally important are the practical considerations for how to navigate the proxy advisors, engage with investors, react to activists, and position […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Shareholder activism, Shareholder voting, Social media
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SEC Enforcement in Financial Reporting and Disclosure—2016 Year in Review
We are pleased to present our annual year in review of financial reporting and issuer disclosure enforcement activity for 2016. Like our prior reviews, this one primarily focuses on the Securities and Exchange Commission (“SEC”), but also discusses other relevant developments. In addition to providing an overview of the past year, this post forecasts where […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Disclosure, DOJ, Financial reporting, Liability standards, Misreporting, PCAOB, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers
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It’s Time for the Pendulum to Swing Back
President Trump’s recent executive order directing the Treasury and the financial regulatory agencies to reevaluate the banking laws and regulations has encouraged much speculation about a potential rollback of Dodd-Frank. We believe that the new Administration can have a swift, positive and profound impact on the regulatory environment. However, the key to this is not […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Bank boards, Banks, Dodd-Frank Act, Donald Trump, FDIC, Financial crisis, Financial institutions, Financial regulation, Mergers & acquisitions, Money laundering, Securities enforcement, Securities regulation, Stress tests, Systemic risk
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A Trump Appointed AG May Not Translate to Less Aggressive Enforcement
Forecasting the enforcement priorities of the Department of Justice (DOJ) under the Trump administration is difficult at best. Previous statements from both President Donald Trump and his nominee for attorney general, U.S. Sen. Jeff Sessions, R-Ala., shed some light as to their views. While some priorities, such as emphasizing individual culpability, seem likely to continue […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, DOJ, Donald Trump, FCPA, Financial regulation, Liability standards, Misconduct, Securities enforcement, Securities regulation, Voluntary Disclosure
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Weekly Roundup: February 10, 2017–February 16, 2017
The Law and Brexit X Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Friday, February 10, 2017 Tags: Banks, Brexit, EU, Financial institutions, Financial regulation, International governance, LIBOR, UK Global Private Equity Survey Posted by The EY Center for Board Matters, on Friday, February 10, 2017 Tags: Accounting, CFOs, Disclosure, Financial reporting, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Proxy Fights: Don’t Underestimate the Risk
“We are no target for shareholder activists.” I hear this every other day. From small- and mid-cap companies (and sometimes even large caps) all across the U.S. and abroad, from executive officers, board members and others. Occasionally this assessment is correct. More often than not, however, it is not. It only reflects common misconceptions. For […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Antitakeover, Charter & bylaws, Director nominations, Engagement, Hedge funds, Management, Poison pills, Proxy contests, Proxy fights, Schedule 13D, Shareholder activism, Shareholder elections, Small firms, Takeover defenses
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