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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
Corporate Litigation and Non-Reliance Provisions
This month we continue our discussion of contractual non-reliance provisions. Under Delaware law, a prima facie claim for fraudulent misrepresentation requires the plaintiff to plead facts supporting an inference that, among other things, the plaintiff acted in justifiable reliance on the misrepresentation. In the context of private mergers and acquisitions, a buyer bringing a post-transaction […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Contracts, Corporate fraud, Delaware cases, Delaware law, Due diligence, Fair values, Fairness review, Liability standards, Merger litigation, Mergers & acquisitions, Reliance
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Do Compensation Consultants Have Distinct Styles?
In our paper, Do Compensation Consultants have Distinct Styles?, which was recently made public on SSRN, we investigate whether the choice of a specific compensation consultant affects the compensation level and structure of top managers. This question is crucially important because existing studies that examine the compensation of CEOs show that compensation schemes influence their […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Agency costs, Agency model, Behavioral finance, Compensation consultants, Conflicts of interest, Executive Compensation, Incentives, Management, Market efficiency
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Weekly Roundup: May 6–May 12, 2016
Takeovers and Takings in the Next Economic Crisis Posted by Nestor M. Davidson, Fordham Law School, on Friday, May 6, 2016 Tags: Bailouts, Financial crisis, Financial regulation, Investor protection, Legal systems, Moral hazard, Ownership, Property rights, Public interest, Securities regulation, Signaling, Systemic risk, Too big to fail, Transparency In re Kenneth Cole: Business Judgment Review […]
Click here to read the complete postCollaborative Gatekeepers
In his annual letter to shareholders for 2014, Jamie Dimon, J.P. Morgan’s CEO, made an astonishing revelation. That year alone, his firm hired 8,000 new employees just to improve its compliance with anti-money laundering laws. J.P. Morgan’s recruitment zeal stemmed from a $2.6 billion penalty for anti-money laundering violations, due to its failure to spot […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Accountability, Anti-corruption, Bernard Madoff, Compliance & ethics, Conflicts of interest, Dodd-Frank Act, Due diligence, Financial institutions, Financial regulation, International governance, Liability standards, Misconduct, Money laundering, SOX, Whistleblowers
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Reforming the Delaware Law to Address Appraisal Arbitrage
The number of appraisal petitions has increased from a trickle of cases in early 2000s to over 20 a year in recent years, or close to one-quarter of all transactions where appraisal is possible, or appraisal eligible deals. After years of being infrequently deployed and largely overshadowed by shareholder class actions in Delaware and other […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Appraisal rights, Arbitrage, Conflicts of interest, Delaware law, Hedge funds, Merger litigation, Mergers & acquisitions, Ownership, Shareholder rights, Shareholder suits, Transkaryotic
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Disclosure in the Digital Age
I want to thank you for the opportunity to speak with you today [May 6, 2016], and I’m going to return the favor by providing you with an invitation as well. I want your input on perhaps one of the most significant undertakings the Commission has faced in decades. I’m talking about how we can […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Capital markets, Corporate Social Responsibility, Disclosure, EDGAR, Engagement, ESG, Filings, Information environment, Innovation, Investor protection, Proxy materials, Risk disclosure, SEC, Securities regulation
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Defenses Available to Directors and Financial Advisors
On May 6, the Delaware Supreme Court issued an Order that sets forth concisely the contours of the defendant-favorable standards for determining liability of directors and their advisors following the closing of sales of control of companies. These standards are available, however, only following an uncoerced and informed approval of the sale by the target […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Business judgment rule, Change in control, Conflicts of interest, Delaware cases, Delaware law, Director liability, Disclosure, Duty of good faith, Financial advisers, Liability standards, Merger litigation, Mergers & acquisitions, Negligence, Securities damages, Shareholder suits
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Responding to Shareholder Directives to Directors
Shareholder activism, that seeks short-term gain for corporate shareholders, and the response to it by some long term investors, that seek long-term growth in corporate profitability, is creating inconsistent shareholder directives to directors of public companies. At the same time under Delaware corporate law the selection of a time frame for the achievement of corporate […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware law, Fiduciary duties, Gheewalla, Hedge funds, Institutional Investors, Long-Term value, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Corporate Governance in an Era of Compliance
Compliance is the new corporate governance. Much of what scholars and practitioners think of as core corporate governance—the oversight and control of internal corporate affairs— is now being subsumed by “compliance.” Although compliance with law and regulation is not a new idea, the establishment of an autonomous department within firms to detect and deter violations […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Accounting, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Corporate culture, Corporate governance, Disclosure, Securities enforcement, Securities regulation
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