-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
The Ever-Increasing Importance of the Shareholder Vote
On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h). The Chancery Court concluded that acceptance of a first-step tender offer by a fully informed and uncoerced majority of disinterested stockholders insulates a […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Disclosure, Fairness review, Fiduciary duties, Financial advisers, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting, Tender offer
Comments Off on The Ever-Increasing Importance of the Shareholder Vote
A Brexit Antitrust Primer
The decision by the United Kingdom (UK) to leave the European Union (EU) will have far-reaching consequences for companies doing business in the UK and elsewhere in Europe. Specific details of the UK’s withdrawal agreement with the EU will be the subject of intense negotiation over the next two years or longer, but the current […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Brexit, EU, Europe, Forum selection, International governance, Mergers & acquisitions, Securities enforcement, Securities regulation, UK
Comments Off on A Brexit Antitrust Primer
Women on Boards in Finance and STEM Industries
Our forthcoming article in the American Economic Review (May Issue), Women on boards in Finance and STEM industries, is the first in a series of papers in which we connect two policy debates that are usually conducted separately: the debate about women’s underrepresentation in STEM fields and the debate about women’s underrepresentation on corporate boards (see also Adams […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Board independence, Board leadership, Board performance, Boards of Directors, Diversity, Management
Comments Off on Women on Boards in Finance and STEM Industries
The New York Banking Regulator’s New AML and Sanctions Rule
Following Maria Vullo’s confirmation as Superintendent earlier this month, the New York Department of Financial Services (“DFS”) yesterday finalized its closely watched proposed regulation on anti-money laundering (AML) monitoring and sanctions screening requirements for banks, branches, and other covered entities. According to DFS, the final regulation is motivated by its identification, through investigations, of shortcomings […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank boards, Banks, Board monitoring, Boards of Directors, BSA/AML, Compliance & ethics, Disclosure, Financial institutions, Financial regulation, International governance, Money laundering, New York, Oversight, Reporting regulation, Risk management, State law
Comments Off on The New York Banking Regulator’s New AML and Sanctions Rule
Key Takeaways from the Fed’s 2016 Dodd-Frank Stress Tests
Large banks will be less constrained in returning capital to shareholders based on this year’s Dodd-Frank Act Stress Test (DFAST). The DFAST results published last Thursday are the Federal Reserve’s (Fed) first stress test results released in 2016. On June 29th, the Fed will release the more important Comprehensive Capital Analysis and Review (CCAR) results. […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital requirements, Debt-equity ratio, DFAST, Dividends, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, G-SIB, Leverage, Liquidity, Shareholder value, SIFIs, Stress tests, Systemic risk
Comments Off on Key Takeaways from the Fed’s 2016 Dodd-Frank Stress Tests
Shareholder Proposal Developments During the 2016 Proxy Season
This post provides an overview of shareholder proposals submitted to public companies for 2016 shareholder meetings, including statistics, notable decisions from the staff of the Securities and Exchange Commission on no-action requests, and information about litigation regarding shareholder proposals. All shareholder proposal data in this post is as of June 1, 2016 unless otherwise indicated.
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, ESG, Institutional Investors, Institutional voting, Pension funds, Proxy access, Proxy materials, Proxy season, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder voting
Comments Off on Shareholder Proposal Developments During the 2016 Proxy Season
Deposit Insurance: Savior or Subsidy?
The insurance of bank liabilities began as an American experiment in a handful of states during the early-to-mid 19th century. The early state liability insurance systems disappeared by the 1860s, but a second wave of systems arose in the early 20th and U.S. federal deposit insurance was enacted in 1933. Worldwide, bank liability insurance remained […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Financial Regulation, International Corporate Governance & Regulation
Tagged Adverse selection, Bank debt, Banks, Capital requirements, Deposit insurance, FDIC, Financial institutions, Financial regulation, Insurance regulation, Liquidity, Moral hazard, Mortgage lending, Public interest, Risk-taking, Systemic risk
Comments Off on Deposit Insurance: Savior or Subsidy?
Weekly Roundup: July 1–July 7, 2016
The Indispensability of the Shareholder Value Corporation Posted by Marc Moore, University of Cambridge, on Friday, July 1, 2016 Tags: Benefit corporation, Corporate forms, Dual-class stock, Legal systems, Ownership structure, Public firms, Public interest, Shareholder power, Shareholder primacy, Shareholder value Dell: Appraisal Award and Merger Price Posted by Gail Weinstein, Fried, Frank, Harris, Shriver & […]
Click here to read the complete postSettlement Agreements with Activist Investors—the Latest Entrenchment Device?
An increase in settlements between public companies and activist investors that have targeted a campaign against a company has been widely reported. An increase in the speed with which these settlements occur—meaning the number of days a settlement is reached after an activist initiates a campaign—has also been widely reported. Some commentators attribute increased settlements […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Antitakeover, Boards of Directors, Engagement, Entrenchment, Poison pills, Proxy contests, Settlements, Shareholder activism, Shareholder nominations, Shareholder voting, Takeover defenses
Comments Off on Settlement Agreements with Activist Investors—the Latest Entrenchment Device?
DGCL: Appraisal Actions and “Intermediate-Form” Mergers
On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill 371, which amends the Delaware General Corporation Law (DGCL) with respect to, among other things, appraisal proceedings and “intermediate-form” mergers. Specifically, the bill amends Section 262 of the DGCL to limit de minimis appraisal claims and to provide surviving corporations with the […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, DGCL, Fair values, Firm valuation, Interest, Jurisdiction, Mergers & acquisitions, Shareholder suits, Shareholder voting, Tender offer
Comments Off on DGCL: Appraisal Actions and “Intermediate-Form” Mergers