-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Three Things Nominating Committees Need to Know
Nominating committees are facing heightened scrutiny from investors and other governance specialists who are intensifying their focus on board composition and director qualifications. This is driven by several developments, such as the push for greater diversity in the boardroom (including recent comments by U.S. Securities and Exchange Commission Chair White indicating that she’s requested a […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Director nominations, Director qualifications, Diversity, Executive Compensation, Firm performance, Institutional Investors, Nominating committees, Proxy advisors, Shareholder voting
Comments Off on Three Things Nominating Committees Need to Know
2016 CCAR Instructions and Supervisory Scenarios
The Fed issued its Comprehensive Capital Analysis and Review (CCAR) instructions and accompanying supervisory scenarios on January 28th. These documents apply to capital plans due in April for the CCAR 2016 cycle. The following are our early takeaways: Integration of CCAR assessments into year-round supervision begins. The CCAR 2016 instructions make clear that the Fed […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital markets, Capital requirements, Federal Reserve, Financial institutions, Financial regulation, Forecasting, Foreign banks, Prudence, Risk management, Shocks, Stress tests
Comments Off on 2016 CCAR Instructions and Supervisory Scenarios
2015 Annual Corporate Governance Review
The stage for the 2015 proxy season was set early by the actions of the New York City Comptroller’s Office in sponsoring 75 shareholder proposals, with proxy access playing out as the dominant governance issue. The total number of shareholder proposals, as a result, reversed its decline and registered its highest total in the past […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Diversity, Engagement, Equity-based compensation, ESG, Executive Compensation, Institutional Investors, Political spending, Proxy access, Proxy advisors, Proxy fights, Proxy season, Say on pay, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting
Comments Off on 2015 Annual Corporate Governance Review
Weekly Roundup: February 5–February 11
2015 Year-End Activism Update Posted by Barbara L. Becker & Eduardo Gallardo, Gibson, Dunn & Crutcher LLP, on Friday, February 5, 2016 Tags: Board composition, Boards of Directors, Director nominations, Hedge funds, Management, Mergers & acquisitions,Proxy contests, Settlements, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder voting Fed Rules on CFO Attestation Requirements Posted by Andrew […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: February 5–February 11
Activist Settlements and Heightened Scrutiny—Ebix
The Delaware courts generally apply the heightened scrutiny standard under Unocal to a review of challenged board actions that have been taken in response to a perceived threat that relates to corporate control. Under Unocal, the board has the burden of demonstrating that it reasonably perceived a threat, and that its response was neither preclusive […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Deal protection, Delaware cases, Delaware law, Director nominations, Engagement, Entrenchment, Proxy contests, Settlements, Shareholder activism, Shareholder suits, Shareholder voting, Takeover defenses, Unocal standard
Comments Off on Activist Settlements and Heightened Scrutiny—Ebix
A Conversation with SEC Chair Mary Jo White
SEC Chair Mary Jo White participated in a Q&A session with Steven Bochner, Chair of the Securities Regulation Institute. The Q&A was part of Northwestern University School of Law’s 43rd Annual Securities Regulation Institute. The event was held in San Diego, California. This transcript was edited for clarity. Steven Bochner: It is my great honor […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Board composition, Boards of Directors, Crowdfunding, Disclosure, Diversity, Dodd-Frank Act, Engagement, Investor protection, JOBS Act, Liquidity, Proxy access, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder activism, Shareholder rights
Comments Off on A Conversation with SEC Chair Mary Jo White
Mergers and Acquisitions—2016
2015 was a record year for M&A. Global M&A volume hit an all-time high of over $5 trillion, surpassing the previous record of $4.6 trillion set in 2007. U.S. M&A made up nearly 50% of the total. The “mega-deal” made a big comeback, with a record 69 deals over $10 billion, and 10 deals over […]
Click here to read the complete post
Posted in Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Foreign firms, Hostile takeover, International governance, Inversions, IRS, Leveraged acquisitions, Mergers & acquisitions, Private equity, REITs, Securities regulation, Shareholder activism, Spinoffs, Strategic buyers, Takeovers, Tax avoidance
Comments Off on Mergers and Acquisitions—2016
The Board-Centric Annual Meeting
For a growing number of listed companies around the world the annual shareholder meeting has come to resemble a trial by ordeal. Instead of the traditional town-meeting business forum, the AGM has morphed into a jousting field where activists, proxy advisors and various special interest groups play a dominant role. This state of affairs has […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accountability, Board dynamics, Board meetings, Boards of Directors, Decision-making, Engagement, Fiduciary duties, Institutional Investors, Integrated reporting, Long-Term value, Management, Materiality, Oversight, Risk, Shareholder activism, Shareholder meetings, Shareholder rights, Shareholder value, Transparency
1 Comment