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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
Divided Loyalties? The Role of Defense Litigation Counsel in Shareholder M&A Litigation
In our paper Divided Loyalties? The Role of Defense Litigation Counsel in Shareholder M&A Litigation, we examine the role of defense litigation counsel in merger and acquisitions (M&A) litigation. We theorize that defense litigation counsel may have two possibly conflicting roles in this litigation. First, defense litigation counsel will aim to defend the target company […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Delaware articles, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law, Takeover premiums
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Italian Boards and The Strange Case of the Minority Becoming Majority
Italian law provides for a fairly unique and interesting mechanism allowing “minority” shareholders to appoint a percentage of board members. In a nutshell, this system—called “list voting” or “slate voting” and regulated by the “Consolidated Law on Financial Markets”—injects an element of proportionality in the election of the board. It is profoundly different from “proxy […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Board independence, Boards of Directors, Controlling shareholders, Europe, Institutional Investors, International governance, Italy, Majority voting, Management, Minority shareholders, Proxy access, Proxy voting, Shareholder voting
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Equity in LLC Law?
To what extent does equity play a role in limited liability company (“LLC”) law? To what extent do courts retain the judicial discretion “to do right and justice” [1] in circumstances in which the LLC statute and the applicable LLC agreement do not otherwise offer an adequate remedy to an aggrieved LLC member or manager? […]
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Posted in Academic Research, Court Cases
Tagged Alternative entities, Contracts, Corporate forms, Delaware articles, Delaware cases, Delaware law, DGCL, Fiduciary duties, Jurisdiction, LLCs, Partnerships, State law
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Resource Accumulation through Economic Ties
In our new paper, Resource Accumulation through Economic Ties: Evidence from Venture Capital, which was recently published in the Journal of Financial Economics, we develop a robust and generalizable methodology that allows us to separately identify the seeking of similar versus highly or differently endowed partners. We estimate our model in a setting in which […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Agency costs, Endowments, Private equity, Social networks, Venture capital firms
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Prioritizing Cybersecurity: Five Questions for Portfolio Company Boards
As the frequency and severity of cyber attacks against global businesses continue to escalate, both companies and their investors are coming to terms with a grim reality: Data breaches, or cyber incidents, are no longer a matter of if but when. Having put to rest rose-colored notions of eliminating this threat, investors are looking to […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compliance & ethics, Cybersecurity, Disclosure, Institutional Investors, Investor protection, Management, Risk, Risk assessment, Risk disclosure, Risk management, Risk oversight, Securities regulation
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Creditor Rights, Claims Enforcement, and Bond Returns in Mergers and Acquisitions
The market for corporate control has become increasingly global over the past decades, with cross-border mergers and acquisitions (M&As) now accounting for more than a third of M&A activity worldwide. To date, empirical studies that have investigated the potential cross-country spillovers in governance and legal standards mainly focused on the economic implications for shareholder wealth, […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Bankruptcy, Bondholders, Bonds, Credit exposure, Cross-border transactions, Debt, Debtor-creditor law, Europe, International governance, Legal systems, Merger announcements, Mergers & acquisitions, Risk arbitrage, Takeover premiums, Takeovers
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Weekly Roundup: May 13–May 19, 2016
Do Compensation Consultants Have Distinct Styles? Posted by Omesh Kini, Georgia State University, on Friday, May 13, 2016 Tags: Agency costs, Agency model, Behavioral finance, Compensation consultants, Conflicts of interest, Executive Compensation, Incentives, Management, Market efficiency Corporate Litigation and Non-Reliance Provisions Posted by Joseph M. McLaughlin and Yafit Cohn, Simpson Thacher & Bartlett LLP, on […]
Click here to read the complete postIntersection of Deal-Related Indemnification and D&O Advancement
A recent Delaware case highlights potentially unexpected results from the intersection of provisions in a private company purchase agreement relating to advancement of D&O legal expenses and indemnification of a buyer for seller breaches. Purchase agreements in many private company transactions contain some form of two seemingly unrelated provisions: (1) an agreement by the sellers […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Attorneys' fees, D&O insurance, Delaware cases, Delaware law, Director liability, Indemnification, Liability standards, Merger litigation, Mergers & acquisitions, Private firms
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The Post Dodd-Frank Evolution of the Private Fund Industry
Surveys conducted in the immediate aftermath of the enactment of Title IV of the Dodd-Frank Act suggested that private fund advisers successfully addressed compliance demands associated with the Dodd-Frank Act and absorbed the increased compliance costs of the registration and disclosure rules relatively quickly after registration. Refuting industry concerns over the effects of Title IV […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Regulation, Private Equity, Securities Regulation
Tagged Compliance & ethics, Dodd-Frank Act, Financial regulation, Fund managers, Private equity, Private funds, Securities regulation, Surveys
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ValueAct, Activism Tactics, and Beneficial Ownership
The filing by the DOJ of a complaint in federal court on April 4, 2016 against ValueAct—claiming that ValueAct’s purchase of shares of two public companies violated the HSR Act’s notification and waiting period requirements and seeking $19 million in civil penalties (based on the $16,000 per day penalty provisions of the HSR Act)—has the […]
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Posted in Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Advanced notice, Antitrust, Beneficial owners, Disclosure, DOJ, Hart-Scott-Rodino Act, Hedge funds, Mergers & acquisitions, Schedule 13D, Schedule 13G, SEC, Securities enforcement, Securities regulation, Shareholder activism
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