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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
Avoiding an ISS Negative Recommendation: Considerations for Approval of Equity Incentive Plan Proposals
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, in addition to considering business needs, companies must keep in mind the positions of proxy advisory firms—particularly Institutional Shareholder Services (ISS) and Glass Lewis—if those firms’ […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Management, Pay for performance, Proxy advisors, Proxy voting, Say on pay, Shareholder voting
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Vindicating the Duty of Loyalty: Using Data Points of Successful Stockholder Litigation as a Tool for Reform
The stockholder litigation reform agenda is currently shaped by the felt necessity of the time to reduce or eliminate those types of stockholder actions that typically had been settled for nominal relief soon after filing. For example, Judge Richard Posner writes that “deal litigation” is a term used “disapprovingly” and class action settlements in which […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Attorneys' fees, Class actions, Delaware articles, Delaware cases, Delaware law, Derivative suits, Disclosure, Fee-Shifting, In re Trulia, Merger litigation, Shareholder suits
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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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