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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
Issues and Best Practices in Drafting Drag-Along Provisions
Drag-along rights, or drag rights, which give the majority owner of a company the right to force minority owners to participate in a sale of the company, can be a fiercely negotiated provision in a company’s governing documents. These provisions implicate the rights a majority owner and minority owner will have in a future sale […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Change in control, Charter & bylaws, Controlling shareholders, Covenants, Disclosure, Drag-along rights, Merger litigation, Mergers & acquisitions, Minority shareholders
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Corporate Control Activism
Corporate boards can resist takeovers, for example, by issuing poison pills. In some cases, they use it to negotiate a higher takeover premium and sell the firm, and in others, they protect their private benefits of control and block takeovers that would otherwise create shareholder value. In those cases, the resistance to takeovers can be […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Bidders, Boards of Directors, Merger litigation, Mergers & acquisitions, Poison pills, Proxy access, Proxy fights, Proxy voting, Schedule 13D, Shareholder activism, Shareholder value, Takeover defenses, Takeovers, Target firms
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2016 U.S. Shareholder Activism Review and Analysis
Shareholder activism remains a major force in corporate decision-making in 2016 but is increasingly operating in an environment of robust, multi-faceted shareholder engagement, particularly at large companies. The time and effort that companies and institutional investors have spent developing a mutual understanding of each other’s concerns have narrowed the opportunities for activists at high-profile companies, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Institutional Investors, Proxy access, Proxy contests, Rule 14a-8, SEC rulemaking, Securities regulation, Settlements, Shareholder activism, Shareholder nominations, Shareholder voting, Target firms
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NFA’s Swap Dealer Examinations
Both the Commodity Futures Trading Commission (CFTC) and the National Futures Association (NFA), the self-regulatory organization for the US derivatives industry, have signaled their expectation—now nearly four years after swap dealers first became provisionally registered—that firms have had sufficient time to implement fully the CFTC’s swap regulations. This post updates recent changes in NFA’s approval […]
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Posted in Accounting & Disclosure, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged CFTC, Commodities, Compliance & ethics, Compliance officer, Cross-border transactions, Derivatives, Financial regulation, Futures, International governance, Jurisdiction, Margin requirements, Risk management, Swaps, Swaps entities
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Jurisdiction Over Directors and Officers in Delaware
Delaware is well established as the single most influential state in corporate America. Its prominence persists as the Delaware Court of Chancery continues to be the center for stockholder litigation against corporate fiduciaries. The Court of Chancery occupies this position largely as a result of its unique system for obtaining personal jurisdiction over corporate fiduciaries: […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases
Tagged Boards of Directors, Delaware articles, Delaware law, DGCL, DGCL Section 3104, DGCL Section 3114, Director liability, Fiduciary duties, Forum selection, Jurisdiction, Legal systems, Shareholder suits, State law
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To Bid or Not to Bid, That is the Question: The Assessment of Bidding Markets in Merger Control
Many markets are characterised by an auction process in which customers issue tenders for contracts and suppliers bid against each other in order to win that contract. Prices in such markets, which are commonly referred to as bidding markets, are typically individually determined for each contract, and the buyer (i.e. the tendering authority) is able to […]
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Posted in Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Auctions, Bidders, Contracts, EU, Europe, Information asymmetries, Information environment, International governance, Market efficiency, Mergers & acquisitions, Securities regulation, Tender offer, UK
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Limiting Litigation Through Corporate Governance Documents
There has recently been a surge of interest in “privately ordered” solutions to the problem of frivolous stockholder litigation, in the form of corporate bylaw and charter provisions that limit plaintiffs’ ability to bring claims. The most popular type of provision has been the forum selection clause; other proposed limitations include arbitration requirements, fee-shifting to […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Arbitration, Charter & bylaws, Delaware articles, Delaware law, Fee-Shifting, Fiduciary duties, Forum selection, Jurisdiction, Private ordering, Securities litigation, Shareholder suits, State law
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OCC to Issue Special Purpose National Bank Charters to Fintech Companies
On December 2, 2016, Comptroller of the Currency Thomas J. Curry announced that the Office of the Comptroller of the Currency (“OCC”) would move forward with issuing special purpose national bank charters to financial technology (“fintech”) companies. The OCC released a whitepaper outlining its authority to issue charters to fintech companies, its approach to supervising […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Accounting, Banks, CFPB, Compliance & ethics, FDIC, Federal Reserve, Financial institutions, Financial technology, Innovation, Liquidity, OCC, Risk, Risk management, Tech companies
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Third Circuit Ruling on Make-Whole Provisions Enforceable in Bankruptcy
On November 17, the U.S. Court of Appeals for the Third Circuit (the “Court”) made clear its stance on the question of enforceability of make-whole provisions in bankruptcy. Bucking the recent trend seen in cases such as In re MPM Silicones, LLC, No. 14-22503-RDD, 2014 WL 4436335 (Bankr. S.D.N.Y. Sept. 9, 2014), aff’d, 531 B.R.321 […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bankruptcy, Bondholders, Debt, Debt contracts, Debtor-creditor law, Distressed companies, U.S. federal courts
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