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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
The Effect of Staggered Boards on Stock Value: New Evidence
Against the lively debate on whether a staggered board (SB) of directors hurts or benefits stockholders I present new evidence suggesting that in general, an SB has no significant effect on stock value. The evidence is based on the effects of two Delaware court rulings in 2010 in the case of Airgas on stock prices […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Airgas v. Air Products & Chemicals, Antitakeover, Boards of Directors, Classified boards, Delaware cases, Delaware law, Entrenchment, Shareholder value, Shareholder voting, Staggered boards, Takeover defenses
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Delaware Court of Chancery Appraises Fully-Shopped Company at Nearly 30% Over Merger Price
In an appraisal decision issued this week, the Delaware Court of Chancery held that the fair value of Dell Inc. was $17.62 per share—almost four dollars over and nearly 30% more than the price paid in the 2013 go-private merger. In re Appraisal of Dell Inc., C.A. No. 9322-VCL (Del. Ch. May 31, 2016). The […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Acquisition premiums, Arbitrage, Delaware cases, Delaware law, Fair values, Leveraged acquisitions, Management, Merger litigation, Private equity, Shareholder value
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Remarks on Optimizing the Equity Markets
Thank you, David [Lynn], for that kind introduction and for inviting me to your annual meeting. It is truly my privilege and honor to serve as Chair of the Commission, and it is wonderful to share the room and microphone today [June 2, 2016] with my friend and former Chairman Richard Breeden along with others […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Audit trail, Capital formation, Capital markets, Disclosure, Dodd-Frank Act, Equity capital, Investor protection, JOBS Act, Regulation NMS, SEC, SEC rulemaking, Securities regulation, Small firms, Transparency
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Reassessing the Distinction Between Corporate and Securities Law
For some time, there has been a rough separation between corporate and securities law in the United States. According to the conventional account, securities law requires public companies to make disclosures to investors while corporate law sets forth substantive norms regulating the internal affairs of the corporation. This distinction provides the foundation for a dual […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Disclosure, Dodd-Frank Act, Federalism, Investor protection, Misconduct, Rule 10b-5, Securities Act, Securities fraud, Securities regulation, Shareholder value, SOX, State law, Stock mispricing
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Weekly Roundup: May 27–June 2, 2016
SEC Guidance on Non-GAAP Financial Measures Posted by Howard B. Dicker, Weil, Gotshal & Manges LLP, on Friday, May 27, 2016 Tags: Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Earnings disclosure,Filings, Financial reporting, Form 8-K, GAAP, SEC, Securities regulation CFPB and Class Action Arbitration Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & […]
Click here to read the complete postDivorce, Wall Street Style
Taking a page from the Hollywood tabloids, recent deal press has been overtaken by a stream of reported breakups, real or speculated. With The Wall Street Journal recently citing broken deal values in excess of $300 billion so far in 2016, we take a closer look at the M&A environment to look for any macro trends […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisition agreements, Acquisitions, Antitrust, Deal protection, DOJ, FTC, Inversions, IRS, Mergers & acquisitions, Securities regulation, Taxation, Treasury Department
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How the Financial System Fails Us and How To Fix It
“Where were the directors?” is the plea often heard in the wake of corporate failure. [1] Critics will also ask “Where were the shareholders?”, by which they typically mean institutional investors. [2] But observers usually ignore an equally important question: Where were the beneficiaries? Statutes, regulations and codes around the world have sequentially addressed the […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Comparative Corporate Governance & Regulation, HLS Research, Institutional Investors, Securities Regulation
Tagged Accountability, Boards of Directors, ERISA, Fiduciary duties, Financial institutions, Financial reform, Fund managers, Investment advisers, Investor protection, Long-Term value, Mutual funds, Retirement plans, Transparency
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ISS 2016 Board Practices Study
ISS’ latest update of the structure and composition of boards and individual director attributes at Standard & Poor’s U.S. “Super 1,500” companies (i.e., companies in the S&P 500, MidCap 400, and SmallCap 600 indices) found a number of new and continuing trends in board practices and director attributes at these key index companies.
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, ISS, Majority voting, Overboarding, Shareholder elections, Shareholder Rights Project, Staggered boards
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The Buffett Essays Symposium: Annotated 20th Anniversary Transcript
Warren Buffett spoke from the front row about director stewardship: “As a stockholder, I’m really only interested in the board accomplishing two ends. One is to get a first class manager and the second is to intervene in some way when even that first class manager will have interests that are contrary to the interests […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Berkshire Hathaway, Board independence, Board leadership, Board performance, Boards of Directors, Director qualifications, Executive performance, Management, Warren Buffet
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SEC, Financial Reporting, and Financial Fraud
For those who have been through multiple business cycles, the SEC’s recent focus on financial fraud and accounting irregularities is nothing new. While there have been periods of time during which the SEC focused on financial fraud, there are also intervals when other issues are more prominent, like the most recent financial crisis. Nevertheless, it […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Audit committee, Capital formation, Corporate fraud, CSC, Financial reporting, Firm valuation, GAAP, Innovation, Investor protection, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities regulation
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