-
Supported By:
Subscribe or Follow
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
Weekly Roundup: February 19–February 25
SEC, Proxy Access, and Shareholder Engagement Posted by Derek O. Zaba and Sharo M. Atmeh, CamberView Partners, LLC, on Friday, February 19, 2016 Tags: Boards of Directors, Charter & bylaws, Director nominations, Engagement, Institutional Investors, ISS, No-action letters, Proxy access, Rule 14a-8, SEC, Securities Regulation, Shareholder proposals, Shareholder voting Board Decisions in Delaware M&A Transactions […]
Click here to read the complete post
Posted in Weekly Roundup
Comments Off on Weekly Roundup: February 19–February 25
Delaware Forum Selection Bylaws After Trulia
The Delaware courts have been engaged over the past couple of years in trying to counter the “sue first, ask questions later” approach to M&A litigation that has become so prevalent. In re Trulia (Jan. 26, 2016) represents the procedural prong of the Delaware courts’ general effort to reduce the volume of unnecessary M&A litigation.
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Compliance and disclosure interpretation, D&O insurance, Delaware cases, Delaware law, Director liability, Disclosure, Fairness review, Forum selection, Liability standards, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits
Comments Off on Delaware Forum Selection Bylaws After Trulia
The Ownership and Trading of Debt Claims in Chapter 11 Restructurings
The ownership structure of corporate debt is potentially a key factor affecting the cost of financial distress. However, past studies have been hampered by the fact that observing the ownership of debt claims is difficult. In our paper, The Ownership and Trading of Debt Claims in Chapter 11 Restructurings, which was recently featured in the […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research
Tagged Bankruptcy, Capital structure, Debt, Debtor-creditor law, Distressed companies, Liquidation, Ownership, Ownership structure, Restructurings, Shareholder voting
Comments Off on The Ownership and Trading of Debt Claims in Chapter 11 Restructurings
What Lies Ahead? The SEC in 2016
Good morning. It is a pleasure to be part of SEC Speaks. This conference provides an important forum for the Commission staff, the securities bar, and financial market participants to discuss cutting-edge issues. As our securities markets continue to undergo change at an incredible pace, this conference helps us to look back and to look […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Boards of Directors, Broker-dealers, Capital formation, Crowdfunding, Disclosure, Dodd-Frank Act, Exchange-traded funds, Financial regulation, Investor protection, JOBS Act, Proxy access, Proxy voting, SEC, Securities regulation, Shareholder nominations, Shareholder voting, Swaps, Transparency
Comments Off on What Lies Ahead? The SEC in 2016
What the 2016 BlackRock Letter Means for Shareholder Engagement and Disclosure Practices
In February 2016, Blackrock CEO Laurence Fink issued his annual letter to the CEOs of S&P 500 companies. In addition to repeating themes from prior years (the value of long-termism and the need for more thoughtfulness before allocating capital to buybacks and special dividends), this year’s letter had one notable omission and four of areas […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged BlackRock, Boards of Directors, Disclosure, Engagement, ESG, Executive Compensation, Institutional Investors, Long-Term value, Management, Proxy advisors, Shareholder activism, Shareholder voting, Short-termism
Comments Off on What the 2016 BlackRock Letter Means for Shareholder Engagement and Disclosure Practices
Beyond Disclosure at the SEC in 2016
It is my pleasure to address the 45th annual “SEC Speaks” program—on the day after the Yankees’ pitchers and catchers reported to spring training, which is one way I mark this time of year. This event is another reminder of the season, an early-year conference for the staff, the private sector, and the Commissioners (present […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Broker-dealers, Capital markets, Compliance and disclosure interpretation, Crowdfunding, Disclosure, Dodd-Frank Act, Equity capital, Executive Compensation, Financial regulation, Investor protection, JOBS Act, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Transparency
Comments Off on Beyond Disclosure at the SEC in 2016
Results of the 2015 Proxy Season in Silicon Valley
In the 2015 proxy season, most of the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150) and the public companies in other industries included in the Bay Area 25 Index (BA 25) held annual meetings that included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies
Comments Off on Results of the 2015 Proxy Season in Silicon Valley
The Effects of Takeover Defenses: Evidence from Closed-End Funds
In the paper, The Effects of Takeover Defenses: Evidence from Closed-End Funds, forthcoming in the Journal of Financial Economics, I use a sample of closed-end funds to show that takeover defenses reduce firm value and promote entrenchment, allowing managers and directors to earn excess levels of compensation while protecting them from shareholder action. The defenses […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation, Mergers & Acquisitions
Tagged Boards of Directors, Charter & bylaws, Entrenchment, Executive Compensation, Management, Mergers & acquisitions, Mutual funds, Poison pills, Shareholder activism, Shareholder value, Staggered boards, Takeover defenses, Takeovers
Comments Off on The Effects of Takeover Defenses: Evidence from Closed-End Funds
North America’s Board Refreshment Challenge
In the US, the board refreshment process is under scrutiny yet remains focused on retirement age limits. LGIM suggests a better way for US companies to refresh their boards. Board term guidelines are scarce. Existing term limits are lengthy. Board refreshment and director succession planning are key board tasks and the foundations of a well-functioning […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board capture, Board composition, Board dynamics, Board independence, Board leadership, Board turnover, Boards of Directors, Director qualifications, Retirement plans
Comments Off on North America’s Board Refreshment Challenge