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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
Rule 144: Resale of REIT Shares in Exchange for OP Units
On March 14, 2016, the SEC issued a no-action letter [1] permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership, or OP units, to tack the holding period of the OP units to the REIT shares for […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital markets, No-action letters, Partnerships, Private placements, Registration exemptions, REITs, Rule 144, SEC, Securities regulation
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SEC Enforcement of Internal Control Over Financial Reporting
On March 10, 2016, the Securities and Exchange Commission (“SEC”) instituted settled cease-and-desist proceedings against the oil company Magnum Hunter Resources Corporation (“MHR”), its Chief Financial Officer (“CFO”), Chief Accounting Officer (“CAO”), audit engagement partner and a consultant, due to alleged failures to “properly implement, maintain, and evaluate” internal control over financial reporting (“ICFR”). [1]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Financial reporting, Internal auditors, PCAOB, SEC, SEC enforcement, Securities regulation
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Weekly Roundup: March 25-March 31
Gender Diversity on Boards: The Future Is Almost Here Posted by David A. Katz & Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, March 25, 2016 Tags: Board composition, Board dynamics, Boards of Directors, Corporate culture, Director nominations, Disclosure,Diversity, ESG, Institutional Investors, International governance, Nominating committees, Securities Regulation 2016 Spin-Off Guide Posted by […]
Click here to read the complete postMergers and Acquisitions: Law, Theory, and Practice
In our recently released textbook Mergers and Acquisitions: Law, Theory, and Practice we aim to change the way that transactional law is taught in U.S. law schools by immersing students in a deal environment. We wrote this book with the intent of teaching students not just the law and theory behind mergers and acquisitions, but […]
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Posted in Academic Research, Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation
Tagged Acquisition agreements, Acquisitions, Appraisal rights, Buyouts, Cross-border transactions, Deal protection, Delaware law, Firm valuation, Freezeouts, Go-shop, Hostile takeover, Mergers & acquisitions, Negotiation, Securities regulation, Williams Act
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2016 Amendments to the DGCL
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If the amendments become […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Charter & bylaws, Delaware law, DGCL, Dual-class stock, Fair values, Incorporations, Jurisdiction, Mergers & acquisitions, Ownership, Shareholder voting, Special committees, State law, Tender offer
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Supervising Large, Complex Financial Institutions
Welcome. It is great to see all of you here today to discuss the objectives and measurement of supervision for large, complex financial institutions. Nearly eight years have passed since the financial crisis hit, pushing the financial system and the U.S. economy to the brink, and leaving scars that are still evident today. The hardships […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Compliance & ethics, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Liquidity, Oversight, Risk management, Risk oversight, SIFIs, Stress tests, Systemic risk
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The Inside Counsel Revolution
The practical ideal of the modern general counsel is a lawyer-statesperson who is an outstanding technical expert, a wise counselor and an effective leader, and who has a major role assisting the corporation achieve the fundamental goal of global capitalism: the fusion of high performance with high integrity and sound risk management. For the lawyer-statesperson, […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Boards of Directors, Compliance & ethics, Corporate culture, Corporate governance, Corporate Social Responsibility, Fiduciary duties, General counsel, Inside counsel, Management, Risk, Risk management
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Compensation Committee Guide
The past year has been marked by a continued focus by shareholders and investor groups on executive compensation, and a related continued need for compensation committees to proactively manage their companies’ communications with shareholders and proxy advisory firms—both in the context of the nonbinding, advisory “say-on-pay” votes required by Dodd-Frank and also as preemptive actions […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board communication, Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Engagement, Executive Compensation, Management, Proxy advisors, Say on pay, SEC, Securities regulation, Shareholder activism
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