-
Supported By:
Subscribe or Follow
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
Board Committees Evolve to Address New Challenges
Oversight responsibilities shouldered by boards are increasing in scope and complexity. Much of the pressure is a result of heightened regulatory requirements, shifting investor expectations and transformative global changes. To better address evolving responsibilities, boards are increasingly creating additional committees—beyond the three key committees that oversee the critical board responsibilities of audit and financial reporting, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board composition, Board performance, Boards of Directors, Compliance & ethics, Corporate Social Responsibility, Cybersecurity, Oversight
Comments Off on Board Committees Evolve to Address New Challenges
Preparing for the 2017 Proxy Season
Many public companies have received shareholder proxy access proposals in connection with their upcoming 2017 annual meetings and additional companies are likely to receive proposals in the coming months. Proxy access is a mechanism that gives shareholders the right to nominate directors for inclusion in the company’s annual meeting proxy statement. Proxy access gained significant […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director nominations, Engagement, Institutional Investors, No-action letters, Ownership, Proxy access, Proxy fights, Proxy season, Retail investors, Securities regulation, Shareholder nominations, Shareholder proposals
Comments Off on Preparing for the 2017 Proxy Season
2016 Year in Review: Corporate Governance Litigation and Regulation
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers and Acquisitions (“M&A”): 2016 was a particularly significant year in M&A litigation. In Delaware, courts issued important decisions that impose enhanced scrutiny on disclosure-only M&A settlements; confirm […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Disclosure, Indemnification, Jurisdiction, Merger litigation, Mergers & acquisitions, Proxy access, Rule 14a-11, Settlements, Shareholder activism, Shareholder suits, State law
Comments Off on 2016 Year in Review: Corporate Governance Litigation and Regulation
The Common Law Corporation: The Power of the Trust in Anglo-American Business History
Just about every big business we can think of is organized as a corporation or something similar. But, what, exactly does the corporate form accomplish? What does it do that other forms of organization cannot, and what did its development in early modern England contribute to the making of the modern world? In a new […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Corporate forms, International governance, Legal systems, Liability standards, Partnerships, Trusts, UK
Comments Off on The Common Law Corporation: The Power of the Trust in Anglo-American Business History
Former SEC Chair White Speaks at Securities Regulation Institute
It is an honor to speak with you again in honor of Alan B. Levenson, not only a legendary Director of the SEC’s Division of Corporation Finance and distinguished private practitioner, but also a founder of both this Institute and the annual “SEC Speaks” conference. It is a special honor today that Alan’s daughter Julie […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital formation, Disclosure, Dodd-Frank Act, Financial regulation, Financial technology, Investor protection, JOBS Act, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on Former SEC Chair White Speaks at Securities Regulation Institute
Corporate Governance Update: Prioritizing Board Diversity
In what has been called a “breakout year” for gender diversity on U.S. public company boards, corporate America showed increasing enthusiasm for diversity-promoting measures during 2016. Recent studies have demonstrated the greater profitability of companies whose boards are meaningfully diverse. In many cases, companies have collaborated with investors to increase the number of women on […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Corporate culture, Corporate Social Responsibility, Director qualifications, Diversity, Institutional Investors, Shareholder activism, Shareholder proposals
Comments Off on Corporate Governance Update: Prioritizing Board Diversity
Dead Hand Proxy Puts, Hedge Fund Activism, and the Cost of Capital
Dead Hand Proxy Puts are a contractual innovation in corporate debt agreements that change the nature of proxy fights. The term triggers default and immediate repayment of corporate indebtedness in the event that a dissident slate wins a majority of the seats on the target company’s board. Unlike the “Change-of-Control” provisions that have become standard […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research
Tagged Bank loans, Bebchuk-Brav-Jiang study, Bondholders, Capital structure, Change in control, Contracts, Corporate debt, Hedge funds, Incentives, Proxy fights, Shareholder activism, Shareholder value, Shareholder voting, Takeovers
Comments Off on Dead Hand Proxy Puts, Hedge Fund Activism, and the Cost of Capital
The Spotlight on Boards 2017
This past year witnessed a number of new corporate governance initiatives. Among the most significant: BlackRock, State Street and Vanguard each issued strong statements supporting long-term investment, criticizing the short-termism afflicting corporate behavior and the national economy and rejecting financial engineering to create short-term profits at the expense of sustainable value. The Business Roundtable issued […]
Click here to read the complete post
Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board leadership, Board performance, Boards of Directors, Compliance & ethics, Corporate culture, Diversity, Engagement, ESG, Executive Compensation, Institutional Investors, Management, Risk oversight, Say on pay
Comments Off on The Spotlight on Boards 2017
Second Circuit Reverses Marblegate Decision Regarding Trust Indenture Act
On January 17, 2017, the Second Circuit Court of Appeals (the “Court”) held that Section 316(b) of the Trust Indenture Act of 1939, as amended (“TIA”), prohibits only non-consensual amendments to an indenture’s core payment terms (the amount of principal and interest owed and the date of maturity) . This holding reversed the decision of […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Regulation
Tagged Bankruptcy, Bondholders, Debt, Debtor-creditor law, Distressed companies, Foreclosures, Restructurings, Securities regulation, Trust Indenture Act, U.S. federal courts
Comments Off on Second Circuit Reverses Marblegate Decision Regarding Trust Indenture Act