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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
The New Paradigm for Corporate Governance
In my February 1, 2016 note, The New Paradigm for Corporate Governance, I called attention to the growing evidence that the leading institutional investors were developing a new paradigm for corporate governance. In the new paradigm, these institutions would engage with a company and its independent directors to understand its long-term strategy and ascertain that […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board monitoring, Board performance, Boards of Directors, Firm performance, Incentives, Institutional Investors, Investor horizons, Long-Term value, Management, Shareholder activism, Short-termism, SSgA
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Do Compensation Disclosures Matter for Say-on-Pay Voting?
Concerns about executive pay packages have been raised by market participants and media for nearly the last three decades and, more recently, executive pay structures incentivizing risk-taking have been pointed out as a major cause for the 2008 financial crisis. In response to these concerns, the Securities and Exchange Commission (SEC) adopted a two pronged […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Disclosure, Engagement, Executive Compensation, Executive performance, ISS, Management, Proxy materials, Regulation S-K, Say on pay, SEC, Shareholder voting
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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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