-
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 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
2016 Year in Review: Securities Litigation and Regulation
2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868 cases filed, 548 of which were independent enforcement actions (as opposed to follow-up actions or cases based […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFPB, Class actions, Compliance and disclosure interpretation, Exchange Act, Fraud-on-the-Market, Insider trading, Jurisdiction, Regulation S-K, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts, Whistleblowers
Comments Off on 2016 Year in Review: Securities Litigation and Regulation
Delaware Supreme Court Reverses El-Paso MLP Judgement On Standing Grounds
The Delaware Supreme Court recently reversed a $171 million damages award in El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, ___ A.3d ___, 2016 WL 7380418 (Del. Dec. 20, 2016) (en banc), concluding that an MLP unitholder plaintiff lacked standing to pursue a derivative claim that an MLP overpaid for assets it acquired from its […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Contracts, Delaware cases, Delaware law, Derivative suits, Dilution, Duty of good faith, Merger litigation, Mergers & acquisitions, Ownership, Partnerships, Shareholder suits
Comments Off on Delaware Supreme Court Reverses El-Paso MLP Judgement On Standing Grounds
Broadening the Boardroom
UK Prime Minister Theresa May has recently backtracked on her proposals to increase employee representation on boards. It was an idea which had largely been confined to the wilderness of UK governance for several decades after seeing its heyday in the 1970s with the publication of the Bullock Report. Mrs May’s proposal has been lauded and criticised in equal measures, and […]
Click here to read the complete post
Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Board composition, Board performance, Boards of Directors, Compensation ratios, Corporate culture, Director qualifications, Fiduciary duties, International governance, Outside directors, Stakeholders, UK
Comments Off on Broadening the Boardroom
“Fair Value” to be Determined by Merger Price—Merion v. Lender Processing
In a noteworthy appraisal decision, Merion Capital v. Lender Processing Services, Inc. (Dec. 16, 2016), the Delaware Court of Chancery relied entirely on the merger price to determine “fair value” and issued an appraisal award equal to the merger price. Key Points The decision confirms that an appraisal award likely will not exceed the merger […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Delaware cases, Delaware law, Fair values, Fairness review, Firm valuation, Go-shop, Information asymmetries, Merger litigation, Mergers & acquisitions, Offer pricing, Reliance, Shareholder suits, Strategic buyers
Comments Off on “Fair Value” to be Determined by Merger Price—Merion v. Lender Processing
Mutual Funds As Venture Capitalists? Evidence from Unicorns
The past five years have witnessed a dramatic change in the financing of entrepreneurial firms. Whereas once these firms were financed primarily by a small set of venture capital groups (VCs), who tightly monitored and controlled the companies in their portfolios, in recent years financing sources have broadened dramatically. In the years after firm formation, […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Institutional Investors, Private Equity
Tagged Boards of Directors, Capital formation, Cash flows, Dual-class stock, Institutional Investors, Liquidity, Mutual funds, Oversight, Private equity, Private firms, Risk, Tech companies, Venture capital firms
Comments Off on Mutual Funds As Venture Capitalists? Evidence from Unicorns
Top 10 Topics for Directors in 2017
Here is our annual list of hot topics for the boardroom in the coming year: 1. Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more complex risks Directors will need to continue to focus on strategic planning, especially in light of significant anticipated […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Antitrust, Board composition, Boards of Directors, Brexit, CFIUS, Cybersecurity, Environmental disclosure, ESG, Europe, Executive Compensation, International governance, SEC, SEC enforcement, Securities regulation, Shareholder activism, UK
Comments Off on Top 10 Topics for Directors in 2017
FINRA’s Most Significant 2016 Enforcement Actions
The Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization for broker-dealers, brings about 1,500 enforcement actions a year. Often lost in the volume of actions, however, are the ones that merit particular attention because of the size of the fines imposed. We briefly describe the actions that resulted in fines (or in a few cases […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Algorithmic trading, Broker-dealers, BSA/AML, Disclosure, Due diligence, Financial institutions, FINRA, High-frequency trading, Investor protection, Money laundering, Private enforcement, Reporting regulation, Risk management, Securities enforcement
Comments Off on FINRA’s Most Significant 2016 Enforcement Actions
Bridging the Data Gap through Shareholder Engagement
Corporate governance has a wide scope but broadly it refers to the mechanisms, processes and relations by which companies are directed and controlled. Adopting both effective and efficient governance practices at the corporate level has become a priority. The relevance of corporate governance principles for an organisation may be impacted by the size of the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Accountability, Accounting, Board communication, Boards of Directors, Corporate Social Responsibility, Disclosure, Engagement, ESG, Oversight, Risk, Risk oversight, Transparency
Comments Off on Bridging the Data Gap through Shareholder Engagement
Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions
Corporate managers, by and large, are skeptical of shareholder proposals. A shareholder proposal, placed in the proxy statement by an activist shareholder, allows shareholders as a group to vote on a change in the company’s bylaws or advise management to alter company policies. Managers routinely resist expanded use of shareholder proposals, both through organizations that […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Securities Regulation
Tagged 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
Comments Off on Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions
Weekly Roundup: January 13, 2016–January 19, 2017
Playing It Safe? Managerial Preferences, Risk, and Agency Conflicts Posted by Todd Gormley, Washington University in St. Louis, and David A. Matsa, Northwestern University, on Friday, January 13, 2017 Tags: Acquisitions, Agency costs, Antitakeover, Executive ownership, Incentives, Management, Manager characteristics, Managerial style, Mergers & acquisitions, Risk-taking, Shareholder value Shareholder Challenges Pay Practice at Apple, Inc. […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: January 13, 2016–January 19, 2017