-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
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
Succeeding in the New Paradigm for Corporate Governance
Recognizing that the incentive for long-term investment is broken, leading institutional investors are developing a new paradigm (discussed on the Forum here) that prioritizes sustainable value over short-termism, integrates long-term corporate strategy with substantive corporate governance and requires transparency as to director involvement. We believe that the new paradigm can reduce or even eliminate the outsourcing of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board communication, Board composition, Board leadership, Boards of Directors, Engagement, Incentives, Institutional Investors, Long-Term value, Management, Oversight, Shareholder activism, Shareholder value, Short-termism
Comments Off on Succeeding in the New Paradigm for Corporate Governance
Supreme Court to Review the Application of Statute of Limitations to SEC Disgorgement Claims
On January 13, 2017, the Supreme Court granted certiorari in Kokesh v. Securities and Exchange Commission (U.S. Jan. 13, 2017) (No. 16-529) to determine whether disgorgement claims are subject to the five-year statute of limitations applicable to enforcement proceedings seeking civil penalties. The decision would resolve a split between the Tenth Circuit, which held in Kokesh […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Liability standards, SEC, SEC enforcement, Securities enforcement, Securities regulation, Statute of limitations, Supreme Court, U.S. federal courts
Comments Off on Supreme Court to Review the Application of Statute of Limitations to SEC Disgorgement Claims
Weekly Roundup: January 20, 2016–January 26, 2017
Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions Posted by John G. Matsusaka, University of Southern California, on Friday, January 20, 2017 Tags: Agency costs, Information environment, Institutional Investors, Management, Market reaction, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder value, Shareholder voting Bridging the Data Gap through […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: January 20, 2016–January 26, 2017
Dealing with Activist Hedge Funds and Other Activist Investors
Significant developments during the past twelve months have prompted this new edition of our annual Dealing with Activist Hedge Funds. Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Institutional Investors, Long-Term value, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
Comments Off on Dealing with Activist Hedge Funds and Other Activist Investors
Financial Regulatory Reform in the Trump Administration
[T]here is considerable speculation regarding what legal changes are in store for the financial services industry in the [Trump] administration. During his campaign, President Trump consistently emphasized that financial regulatory reform is a critical component of his plan to increase economic growth and create jobs. He has expressly stated that his team would be working […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, CHOICE Act, Consumer Protection Bureau, Deregulation, Dodd-Frank Act, Donald Trump, Federal Reserve, Financial institutions, Financial regulation, FINRA, FSOC, Mortgage lending
Comments Off on Financial Regulatory Reform in the Trump Administration
Solera Underscores (Again) Difficulties of Challenging a Transaction Approved by Disinterested Stockholders
In Solera Stockholders Litigation (Jan. 5, 2017), a former stockholder of Solera Holdings, Inc. sought post-closing damages in connection with the acquisition of Solera by Vista Equity Partners, a private equity firm, in a $3.7 billion merger. The plaintiff in effect alleged that the Solera directors, in violation of their Revlon duties, had concentrated on […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Boards of Directors, Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Going private, Information environment, Management, Materiality, Merger litigation, Mergers & acquisitions, Private equity, Shareholder suits, Shareholder voting, Strategic buyers
Comments Off on Solera Underscores (Again) Difficulties of Challenging a Transaction Approved by Disinterested Stockholders
White Collar and Regulatory Enforcement: What to Expect in 2017
As in so many areas of public policy, it is very difficult, if not impossible, at the moment to provide any reliable prediction of how the new Administration may change white collar and regulatory enforcement priorities, policies or practices. What is certain is that things will change. But where and how will those changes come? […]
Click here to read the complete post
Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Compliance & ethics, Cybersecurity, DOJ, Donald Trump, FCPA, International governance, Money laundering, Panama Papers, Risk oversight, SEC enforcement, Securities enforcement, Switzerland, Tax avoidance, Taxation, Whistleblowers, Yates memo
Comments Off on White Collar and Regulatory Enforcement: What to Expect in 2017
Trends In Public-Target Mergers: Takeaways From ABA Study
The M&A Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association’s Business Law Section recently released its annual Strategic Buyer/Public Target Deal Points Study. The study (available here) covers numerous commonly negotiated deal points in acquisition agreements of U.S. public targets by strategic buyers for transactions announced in 2015. As […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Acquisitions, Appraisal rights, Boards of Directors, Break fees, Covenants, Deal protection, Delaware law, DGCL, Fiduciary outs, Merger litigation, Mergers & acquisitions, Target firms, Tender offer
Comments Off on Trends In Public-Target Mergers: Takeaways From ABA Study