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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
Dieckman: Applying Good Faith Obligation to MLP General Partner—The Impact on GPs
In Dieckman v. Regency (Jan. 20, 2017), the Delaware Supreme Court, reversing the Court of Chancery, refused to dismiss, at the pleading stage, the plaintiff MLP unitholder’s claims against a general partner that had relied on “safe harbor” provisions in the master limited partnership agreement to effect a merger between the MLP and one of […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, Merger litigation, Mergers & acquisitions, Partnerships, Safe harbor
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2016 Year-End Securities Litigation Update
The year was yet another eventful one in securities litigation, from the expanded application of Omnicare and Halliburton II, to several significant decisions from the Delaware courts regarding, among other things, the bounds of collateral estoppel analysis and the principles for determining whether a claim is direct or derivative. The year-end update highlights what you […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Basic, Class actions, Delaware cases, Delaware law, Derivative suits, Fraud-on-the-Market, Halliburton, Market efficiency, Merger litigation, Mergers & acquisitions, Omnicare, Reliance, SEC, Section 10(b), Section 11, Securities litigation, Securities regulation, Settlements, Shareholder suits, U.S. federal courts
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Global Private Equity Survey
Environmental pressures of the past few years have forced firms to dedicate significant resources to non-investment-related tasks such as regulatory reporting and increased investor reporting. These challenges were answered timely by CFOs through increased hiring as well as implementing baseline technologies to deal with the new regulatory requirements and increased investor requests. As a result, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Private Equity
Tagged Accounting, CFOs, Disclosure, Financial reporting, Financial technology, Private equity, Surveys
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The Law and Brexit X
In the last few weeks, some welcome clarity has finally been introduced on the UK side of the Brexit negotiations. In her speech on January 17, 2017, the UK Prime Minister confirmed that the UK will not seek to remain a member of the single market and would not accept any role in the UK […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Brexit, EU, Financial institutions, Financial regulation, International governance, LIBOR, UK
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Weekly Roundup: February 3–9, 2017
Bank Regulation and Securitization: How the Law Improved Transmission Lines between Real Estate and Banking Crises Posted by Erik F. Gerding, University of Colorado Law School, on Friday, February 3, 2017 Tags: Asset-backed securities, Bankruptcy, Banks, Diversification, Financial crisis, Financial regulation, Leverage, Liquidity, Mortgage lending, Securities regulation, Securitization, Subprime securities CEO Value Posted by Yannick […]
Click here to read the complete post2017 Proxy Season: Key ISS Compensation—Related Updates
Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017. Institutional Shareholder Services (ISS) recently released updates to its 2017 voting policies effective for annual meetings on or after February 1, 2017. This post summarizes compensation-related policy changes and updates that companies should consider going into the […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board performance, Boards of Directors, Charter & bylaws, Director compensation, Executive Compensation, Executive performance, Incentives, ISS, Management, Pay for performance, Proxy advisors, Proxy season, Say on pay, Shareholder proposals, Shareholder value, Shareholder voting, Taxation
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Investor Coalition Publishes U.S. Stewardship Code
On January 31, 2017, the Investor Stewardship Group, a coalition of sixteen investors, premiered the Framework for U.S. Stewardship and Governance (the Framework; discussed on the Forum here), outlining a set of six fundamental governance principles for U.S. listed companies and stewardship principles for U.S. institutional investors. The Framework is an investor-led effort written by […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Classified boards, Commonsense Principles, Corporate governance, Engagement, Executive Compensation, Incentives, Institutional Investors, Long-Term value, Shareholder rights, Shareholder value, Shareholder voting, Stewardship
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Board Refreshment Trends at S&P 1500 Firms
“Refreshment” is among the most hotly-debated topics across U.S. boardrooms and within the broader corporate governance community. While shareholders, directors, and other market constituents vary as to the reasons for their refreshment concerns, they typically include snail-paced board turnover, sky-rocketing tenures, stagnant skillsets and deficient diversity.
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board evaluation, Board independence, Board tenure, Board turnover, Boards of Directors, Director tenure, Diversity, Term limits
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Foreign Cash: Taxes, Internal Capital Markets, and Agency Problems
U.S. multinational corporations park trillions of dollars of cash in low-tax jurisdictions to avoid the taxes associated with repatriating their foreign earnings. Company filings to the SEC for fiscal year 2016 show that some of the largest multinational companies, such as Apple and Microsoft, held over 90% of their cash reserves abroad. While keeping foreign […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Agency costs, Capital formation, Capital markets, Cash flows, Foreign income, Form 10-K, International governance, Market efficiency, SEC, Shareholder value, Taxation
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