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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
Special Meeting Proposals
Shareholders petitioning the board for the special meeting right propose either to create the right or, in circumstances where the right already exists, lower the minimum share ownership threshold required to exercise the right. As of June 30, 2016, 295 companies in the S&P 500 already provided their shareholders with the right to call a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Glass Lewis, Institutional Investors, ISS, No-action letters, Ownership, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Shareholder meetings, Shareholder proposals, Shareholder voting
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Venture Capital 2.0
Over the last decade, a wide consensus has emerged regarding the changing structure of the venture capital industry. For example, with a few notable exceptions, most traditionally structured venture capital firms have delivered uninspiring returns. This has not only led to a significant decrease in the number of venture capital funds, but also has steered […]
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Posted in Academic Research, Private Equity, Securities Regulation
Tagged Capital formation, Crowdfunding, Equity capital, Fund managers, IPOs, JOBS Act, Liquidity, Private equity, Tech companies, Venture capital firms
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Weekly Roundup: August 26–September 1, 2016
Capitalizing on Capitol Hill: Informed Trading by Hedge Fund Managers Posted by Jiekun Huang, University of Illinois Urbana-Champaign, on Friday, August 26, 2016 Tags: Campaign finance, Firm performance, Fund managers, Hedge funds, Information asymmetries, Information environment, Inside information, Insider trading, Lobbying, Political spending, Securities regulation, STOCK Act, Stock returns The 2016 Proxy Season: Proxy Access […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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D.C. Circuit Approval of the Constitutionality of SEC Administrative Proceedings
On August 9, 2016, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit issued Lucia v. SEC, a significant decision that holds that the Securities and Exchange Commission’s (“SEC” or “Commission”) use of administrative law judges (“ALJs”) is constitutional. In so doing, the D.C. Circuit ruled that the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Jurisdiction, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, U.S. federal courts
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Price Impact, Materiality, and Halliburton II
In a recent article entitled Price Impact, Materiality, and Halliburton II, Drew Roper and I discuss various themes and issues that have arisen in the lower court rulings applying the Supreme Court’s ruling in Halliburton v. Erica John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II”). The Supreme Court’s decision in this important case reaffirmed the […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Empirical Research, HLS Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Basic, Disclosure, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Information environment, Market efficiency, Market reaction, Materiality, Reliance, Rule 10b-5, Securities litigation, Stock mispricing, Supreme Court
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Glass Lewis Thoughts on the “Commonsense Principles of Corporate Governance”
On July 21, 2016 a group of 13 high profile investors and corporate executives released a set of “Commonsense Corporate Governance Principles” which opined on the roles and responsibilities of boards and investors. The Principles—which largely center on the themes of independent, experienced and diverse boards, transparency, sound board and executive compensation and long-term value creation—generally recommend […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Antitakeover, Board independence, Commonsense Principles, Dual-class stock, Engagement, Fund managers, Glass Lewis, Institutional Investors, Long-Term value, Ownership, Proxy access, Proxy advisors, Shareholder voting
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Corporate Litigation: Advancement of Legal Expenses
Corporate indemnification and advancement of legal expenses are distinct rights, with advancement being a narrower and more provisional contractual benefit. By relieving corporate officials from the personal financial burden of paying ongoing expenses arising from lawsuits and investigations, advancement is widely recognized as an important corollary to indemnification as an inducement to secure able individuals […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Attorneys' fees, Boards of Directors, Charter & bylaws, Contracts, Delaware cases, Delaware law, DGCL, Director liability, Exchange Act, Indemnification
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Private Equity Portfolio Company IPOs and SEC Review: What to Expect
Private-equity (“PE”) sponsored issuers are estimated to have represented nearly a quarter of all US-issuer IPOs in 2015, with that proportion being even higher in prior years. The relationship of PE sponsor to IPO issuer presents a core group of issues and a short list of recurring themes in the SEC review and comment process. […]
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