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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
Process Is Paramount—Giving “100% Weight” to Merger Price in Determining Fair Value
On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National Financial, Inc. (“Fidelity”). In his opinion in Merion Capital LP et al. v. Lender Processing Services Inc., C.A. No. 9320-VCL (Del. Ch. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fair values, Fairness review, Fiduciary duties, Go-shop, Market efficiency, Merger litigation, Mergers & acquisitions, Shareholder suits
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Mergers and Acquisitions—A Brief Look Back and a View Forward
M&A activity in 2016 had a slow start and a strong finish, reaching $3.7 trillion globally, behind 2015, but the third-busiest year on record. Deals involving U.S. targets were strong at just under $1.7 trillion, and represented a share of total global deal value comparable to 2015. Overall, 2016 had its share of large deals, […]
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Posted in Financial Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Cross-border transactions, Delaware cases, Donald Trump, Financial regulation, Merger litigation, Mergers & acquisitions, Private equity, Securities enforcement, Securities regulation, Shareholder activism, Spinoffs, Strategic buyers, Taxation, Trusts
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NYDFS’ Revision of Proposed Cybersecurity Regulation for Financial Services Companies
On Dec. 28, 2016, the New York State Department of Financial Services (“NYDFS”) issued revisions to its proposed regulation that would impose new, rigorous cybersecurity requirements on banks, consumer lenders, money transmitters, insurance companies and certain other financial service providers (each a “Covered Entity”) regulated by the NYDFS (the “Proposed Regulation”). The Proposed Regulation’s effective date […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Audits, Banks, Cybersecurity, Disclosure, Information environment, Inside information, Institutional Investors, New York, Privacy, Reporting regulation, Risk assessment, Risk management
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Moving Beyond Shareholder Primacy: Can Mammoth Corporations Like ExxonMobil Benefit Everyone?
The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The article details how the company puts shareholders’ interests before the interests of the United States and of impoverished […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Benefit corporation, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Fiduciary duties, Long-Term value, Public interest, Shareholder primacy, Shareholder value, Short-termism, Sustainability
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Constitutionality of SEC’s Administrative Law Judges Headed to Supreme Court?
On December 27, 2016, the Tenth Circuit Court of Appeals found that the appointment of administrative law judges by the Office of Administrative Law Judges of the U.S. Securities & Exchange Commission violated the Appointments Clause of the U.S. Constitution. This holding is in direct conflict with an August 9, 2016 decision by the District […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court, U.S. federal courts
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The Ivory Tower on Corporate Governance
In 1976, [Directors & Boards]’s founding year, two influential academic works in corporate governance appeared: Berkeley law professor Melvin Eisenberg urged transforming the board from an advisory role to a monitoring model and mandating significant internal control systems, while University of Rochester economists Michael Jensen and William Meckling portrayed the firm as a nexus of contracts […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Corporate governance, Dodd-Frank Act, Institutional Investors, Sarbanes–Oxley Act, Securities regulation, Shareholder activism, Shareholder rights, State law
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Sustainability Practices: 2016 Edition
The Conference Board recently released the 2016 edition of Sustainability Practices, a comprehensive dataset and analysis capturing the most recent disclosure of environmental and social practices of business corporations. The study reviews a total of 75 environmental and social practices of publicly traded corporations included in the S&P Global 1200 index. For benchmarking purposes, data […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asia-Pacific, Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Europe, Executive Compensation, International governance, Japan, Sustainability
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Compensation Season 2017
Boards of directors and their compensation committees will soon shift attention to the 2017 compensation season. Key considerations in the year ahead include the following: Regulatory Rollback and Tax Law Changes Companies should closely monitor statutory and regulatory developments in the new year. The president-elect and Congressional leaders have articulated an ambitious agenda to reduce […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation disclosure, Compensation guidelines, Compensation ratios, Compensation regulation, Director compensation, Dodd-Frank Act, Glass Lewis, ISS, Management, Proxy advisors, Say on frequency, Say on pay, Securities regulation, Taxation, Whistleblowers
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