-
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-End FCPA Update
2016 was a precedent-setting year for the Foreign Corrupt Practices Act (“FCPA”). After several years of consistent enforcement numbers, the Department of Justice (“DOJ”) and Securities and Exchange Commission (“SEC”) produced what arguably is the most significant year of enforcement in the statute’s 39-year history. With 53 combined enforcement actions, more than $2 billion in […]
Click here to read the complete post
Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Asia-Pacific, Dodd-Frank Act, EU, Europe, FCPA, International governance, Jurisdiction, Misconduct, Money laundering, SEC, Securities enforcement, UK, Whistleblowers
Comments Off on 2016 Year-End FCPA Update
The Importance of the Business Judgment Rule
The business judgment rule (Rule), the most prominent and important standard of judicial review under corporate law, protects a decision of a corporate board of directors (Board) from a fairness review (“entire fairness” under Delaware law) unless a well pleaded complaint provides sufficient evidence that the Board has breached its fiduciary duties or that the […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Court Cases, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware articles, Delaware law, DGCL, DGCL s.141, Director liability, Duty of care, Fairness review, Fiduciary duties, Liability standards, Merger litigation, Mergers & acquisitions, Shareholder suits, State law
Comments Off on The Importance of the Business Judgment Rule
Insider Trading Law After Salman
In Salman v. United States, decided on December 6, 2016, the Supreme Court upheld a conviction for criminal violations of insider trading laws. The Court, however, declined to adopt the expansive theories of insider trading advanced by the government and expressed skepticism about those theories at oral argument. Salman provides an appropriate occasion to describe what […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Hedge funds, Inside information, Insider trading, Misconduct, SEC, Section 10(b), Securities enforcement, Securities regulation, Supreme Court
Comments Off on Insider Trading Law After Salman
Say on Pay Laws, Executive Compensation, CEO Pay Slice, and Firm Value around the World
In our study Say on Pay Laws, Executive Compensation, Pay Slice, and Firm Valuation around the World, which was recently published in the Journal of Financial Economics, we examine changes in CEO compensation and in firm valuation around the adoption of say on pay (SoP) laws in a large cross-country sample of firms. SoP laws […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation, International Corporate Governance & Regulation
Tagged Compensation disclosure, Executive Compensation, Executive value, Firm performance, Incentives, International governance, Management, Say on pay, Shareholder activism, Shareholder value, Shareholder voting, UK
Comments Off on Say on Pay Laws, Executive Compensation, CEO Pay Slice, and Firm Value around the World
Acquisition Financing: the Year Behind and the Year Ahead
If 2008 through 2010 were years of tumult and recession in U.S. financing markets, and 2011 through 2015 years of recovery and growth, marked by ever-lower yields and record-setting financing activity even in the face of new compliance regimes, 2016 felt like a tipping point. After hitting record lows in the first half of the […]
Click here to read the complete post
Posted in Financial Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisitions, Financial regulation, Financing conditions, Interest, Leveraged acquisitions, Liquidity, Mergers & acquisitions, Risk oversight, Securities regulation, Taxation
Comments Off on Acquisition Financing: the Year Behind and the Year Ahead
Private Ordering Post-Trulia
One year ago, in its January 2016 Trulia opinion, the Delaware Court of Chancery announced that nuisance settlements would no longer be welcome in Delaware. A lingering question, however, was whether they would be welcome elsewhere. A year later, the data now suggests that they are. Indeed, merger litigation remains extremely common, and claims are […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases, Mergers & Acquisitions, Securities Regulation
Tagged Charter & bylaws, Delaware articles, Delaware cases, Delaware law, DGCL, Fee-Shifting, Forum selection, In re Trulia, Incentives, Jurisdiction, Merger litigation, Mergers & acquisitions, Private ordering, Securities regulation, Settlements, State law, Taxation
Comments Off on Private Ordering Post-Trulia
Proxy Access Reaches the Tipping Point
In late December 2016, proxy access reached the tipping point in terms of adoption by large companies—just over 50% of S&P 500 companies have now adopted proxy access. Through the collective efforts of large institutional investors, including public and private pension funds, and other shareholder proponents, shareholders are increasingly gaining the power to nominate a […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Charter & bylaws, Council of Institutional Investors, Dodd-Frank Act, Glass Lewis, Institutional Investors, ISS, Ownership, Pension funds, Proxy access, Proxy advisors, Proxy voting, Rule 14a-11, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on Proxy Access Reaches the Tipping Point
Delaware Supreme Court Rules on Director Independence
The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of Zynga, Inc. (Zynga or the company) were not independent because of personal and professional connections to Mark, J. Pincus, the […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Director liability, Fiduciary duties, Outside directors, Shareholder suits
Comments Off on Delaware Supreme Court Rules on Director Independence
Corporate Donations and Shareholder Value
More and more companies strive for a reputation of “giving back to society” by the means of donation. A 2014 survey among 261 leading firms worldwide (CECP, 2014) concludes that the amount of corporate philanthropy totals $25 billion, with a median of $18 million per company which is equivalent to 1.01% of pre-tax profits, 0.13% […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Charitable spending, Corporate Social Responsibility, Firm performance, Firm valuation, Management, Reputation, Shareholder power, Shareholder value, Social capital, Social contract
Comments Off on Corporate Donations and Shareholder Value