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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 Insiders”: Rethinking Independent Directors’ Tenure
Director independence has become a key element of modern corporate governance in the United States. Regulators, scholars, companies and shareholders have all placed a strong emphasis on director independence as a means to ensure that investors’ interests in their companies are well-served. Surprisingly, however, their treatment of director independence has generally failed to consider the […]
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Posted in Academic Research, Boards of Directors, Empirical Research, HLS Research, Securities Regulation
Tagged Board composition, Board independence, Board performance, Board turnover, Boards of Directors, Institutional voting, Outside directors, Private ordering, Securities regulation, Shareholder voting
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Maintaining Director Confidentiality
How confidential are your boardroom discussions? Trends that include the appointment of directors affiliated with investment funds, advances in communications technology, and increases in third-party information requests increase the potential for a leak. But companies can take steps to reduce the likelihood of boardroom leaks and limit the damages resulting from them.
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board communication, Boards of Directors, Compliance and disclosure interpretation, Confidentiality, Cybersecurity, Director liability, Disclosure, Risk management
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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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 […]
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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
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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 […]
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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
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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 […]
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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
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