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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
SEC Interpretation Proposal: Descriptions on Proxy Cards
On March 22, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a Compliance and Disclosure Interpretation (“C&DI”) regarding the form of proxy requirements outlined in Rule 14a-4 under the Securities Exchange Act of 1934, as amended. [1] In particular, the C&DI relates to the requirement in Rule 14a-4(a)(3) that […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Charter & bylaws, Compliance and disclosure interpretation, Exchange Act, Proxy disclosure, Proxy materials, Proxy voting, Rule 14a-4, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Say On Pay: Do Shareholders Care?
In our paper, Say on Pay: Do Shareholders Care?, which was recently made publicly available on SSRN, we examine the impact of enhanced executive remuneration disclosure rules on the voting pattern of shareholders under UK regulations. The key findings are that shareholders guide their vote by top line salary only, and appear to disregard the […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, Executive Compensation, International Corporate Governance & Regulation
Tagged Agency costs, Compensation disclosure, Disclosure, Executive Compensation, Information environment, International governance, Management, Market efficiency, Pay for performance, Say on pay, Securities regulation, Shareholder voting, UK
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Proxy Advisors’ Impact on Executive Pay Decisions by Directors
Proxy advisors have been giving advice to their shareholder clients for many years. This includes advice regarding, among other things, proposals put before annual shareholders’ meetings by management and by shareholders themselves. Beginning with the 2011 proxy season (as a result of the Dodd-Frank legislation in 2010) proxy advisors added say-on-pay votes to their portfolio […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Executive Compensation, Glass Lewis, Institutional Investors, ISS, Management, Proxy advisors, Proxy voting, Say on pay, Securities regulation, Shareholder voting, Warren Buffet
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Wolves at the Door: A Closer Look at Hedge Fund Activism
Some commentators attribute the success of certain hedge fund activism events to “wolf pack” activism, the theory that the primary activist is successful because of the support offered by other investors (i.e., the wolf pack). Commentators usually assume that activist hedge funds orchestrate the formation of wolf packs. According to this line of thinking, the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Blockholders, Disclosure, Hedge funds, Long-Term value, Market efficiency, Poison pills, Proxy fights, Schedule 13D, Securities regulation, Shareholder activism, Short-termism, Takeover defenses, Takeovers
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Forum-Selection Bylaws—Another Brick in the Wall
The Superior Court of California for the County of Los Angeles has added to a growing judicial consensus that forum-selection bylaws adopted in conjunction with public-company mergers will be enforced to direct transaction-related litigation to a single board-designated forum. RealD Inc. is a Delaware-chartered, California-headquartered corporation. When the company’s board of directors approved a merger […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, California, Charter & bylaws, Deal protection, Delaware law, Fiduciary duties, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Shareholder suits, State law
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Do You Have to Disclose a Government Investigation?
After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be under investigation. A corollary question to public disclosure is how broadly to disclose internally, to lenders, or to D&O insurers. The […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Compliance and disclosure interpretation, Disclosure, Investor protection, Materiality, Regulation S-K, SEC, SEC enforcement, SEC investigations, Securities regulation, Shareholder suits, U.S. federal courts, Wells notice
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Institutional Investors and Trends in Board Refreshment
As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity and provide fresh perspectives in the board room. At the same time, companies and investors alike appreciate that term and age limits, as they have been […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board evaluation, Board Insulation, Board turnover, Boards of Directors, Director qualifications, Institutional Investors, Ousting directors, Proxy advisors, Shareholder voting, Succession
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Takings Claims in the Aftermath of the Financial Crisis
In times of crisis, governments do things that fall outside—sometimes far outside—the norm and reduce or destroy the value of resources held by firms and individuals. Aggrieved owners may then sue the government, arguing that they are entitled to relief because the public action complained of amounts to a taking of their property. The financial […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Accountability, Bailouts, Bankruptcy, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial regulation, Legal systems, Property rights, Public interest, Systemic risk, TARP, Too big to fail, Transparency, Treasury Department
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Weekly Roundup: April 1–April 7, 2016
SEC Enforcement of Internal Control Over Financial Reporting Posted by Avrohom J. Kess & Yafit Cohn, Simpson, Thacher & Bartlett LLP, on Friday, April 1, 2016 Tags: Accounting, Accounting standards, Audits, Financial reporting, Internal auditors, PCAOB, SEC, SEC enforcement,Securities Regulation Rule 144: Resale of REIT Shares in Exchange for OP Units Posted by Daniel P. […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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ValueAct: Activist Use of HSR Act’s “Passive Investor” Exemption
[On April 4, 2016,] the U.S. Department of Justice filed a complaint in federal district court alleging that two ValueAct Capital funds repeatedly violated the Hart-Scott-Rodino Act in amassing large equity positions in two oilfield services companies which have agreed to merge. The DOJ’s complaint alleges that ValueAct’s actions and statements of intention—including repeatedly meeting with both […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Advanced notice, Antitrust, DOJ, Filings, FTC, Hart-Scott-Rodino Act, Hedge funds, Mergers & acquisitions, Securities enforcement, Securities regulation, Shareholder activism
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