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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Chancery Court Criteria for Determining “Control”
On February 29, 2016, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against certain current and former directors of Halt Medical and a 26% stockholder, American Capital, arising out of a transaction that was allegedly designed to “squeeze out” minority stockholders. See Calesa Associates, L.P. v. American Capital, Ltd., C.A. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Blockholders, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dilution, Duty of loyalty, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Private equity, Shareholder suits
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Conflicted Voting by Shareholders in Hostile M&A Deals
Takeovers have historically kept corporate scholars very busy. Yet, to date, a very relevant topic—conflicted voting by shareholders in connection with a hostile acquisition—has surprisingly received little attention. My paper, It’s My Stock and I’ll Vote If I Want to: Conflicted Voting by Shareholders in (Hostile) M&A Deals, represents a primer to organically analyze instances […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Acquisitions, Bidders, Boards of Directors, Conflicts of interest, Delaware articles, Delaware law, Hostile takeover, Mergers & acquisitions, Poison pills, Proxy fights, Shareholder voting, Takeover defenses, Takeovers, Tender offer
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FdG Logistics: Merger Anti-Reliance Provisions
In FdG Logistics v. A&R Logistics (Feb. 23, 2016), the Delaware Court of Chancery held that an anti-reliance provision in a merger agreement is not effective if it is drafted solely “from the point of view” of the seller rather than the buyer. An anti-reliance provision is intended to convey that, in determining to proceed […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Due diligence, Liability standards, Merger litigation, Mergers & acquisitions, Negotiation, Reliance
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Tenure Voting and the U.S. Public Company
In today’s capital markets the principle of one share, one vote is increasingly under scrutiny. The rise of high-vote and no-vote stock has created a popular alternative for companies at the initial public offering stage. According to Dealogic, approximately 14% of IPOs in the past year used some form of dual-class stock, compared to only […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Capital structure, Dual-class stock, Incentives, IPOs, Long-Term value, Ownership, Public firms, Shareholder activism, Shareholder rights, Shareholder voting, Short-termism
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Remarks at ABS Vegas 2016
ABS Vegas is a unique conference, bringing together issuers, investors, credit rating agencies, law firms, accounting firms, and other service providers. A properly functioning securitization market requires robust participation from all involved. Listening to the comments from a number of the panelists at this conference has been quite enlightening and I particularly appreciate the fact […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Credit risk, Dodd-Frank Act, EU, Europe, International governance, Investor protection, Risk management, Risk oversight, SEC, Securities regulation, Securitization, Transparency
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SEC Responses to Challenged Proxy Access Proposals
On February 12, 2016, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) issued responses to 18 no-action requests from issuers that sought to omit proxy access shareholder proposals from their proxy materials on the ground that they had substantially implemented the proposal under Rule 14a-8(i)(10). [1] […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Director nominations, No-action letters, Proxy access, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
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Weekly Roundup: February 26-March 3
2015 CPA-Zicklin Index of Corporate Political Disclosure Posted by Bruce F. Freed, Center for Political Accountability, on Friday, February 26, 2016 Tags: Accountability, Citizens United v. FEC, Disclosure, Engagement, Lobbying, Political spending, Surveys,Transparency Osborne Should Think Again On His Bank Surcharge Posted by Mark Roe, Harvard Law School, on Friday, February 26, 2016 Tags: Bank […]
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Posted in Weekly Roundup
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Compensation Disclosure in the Upcoming Proxy and CD&A
Proxy executive compensation and Compensation Discussion & Analysis (CD&A) disclosure is principally based upon a one-year look back at executive compensation forms, levels, policies, and practices. In addition, the proxy tables and schedules which disclose the historical pay forms and levels for the Named Executive Officers (NEOs) are fixed in format and do not allow […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged CD&A, Compensation committees, Compensation disclosure, Disclosure, Engagement, Equity-based compensation, Executive Compensation, Incentives, Management, Proxy disclosure, Proxy season, Proxy voting
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Federal Guidance on the Cybersecurity Information Sharing Act of 2015
The Cybersecurity Information Sharing Act of 2015 (“CISA”) was signed into law on December 18, 2015. The law has two main components. First, it authorizes companies to monitor and implement defensive measures on their own information systems to counter cyber threats. Second, CISA provides certain protections to encourage companies voluntarily to share information—specifically, information about […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CISA, Compliance and disclosure interpretation, Cybersecurity, Director liability, Disclosure, DOJ, Fiduciary duties, Liability standards, Privacy, Risk, Risk management, Securities regulation
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