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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
Since I first identified a nascent new paradigm for corporate governance with leading major institutional investors supporting long-term investment and value creation and reducing or eliminating outsourcing to ISS and activist hedge funds, there has been a steady stream of statements by major investors outlining the new paradigm. In addition, a number of these investors […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Board communication, Board leadership, Corporate Social Responsibility, Engagement, ESG, Hedge funds, Institutional Investors, Investor horizons, ISS, Long-Term value, Management, Proxy advisors, Shareholder activism, Short-termism
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2015 Year-End Securities Litigation Update
The year was yet another eventful one in securities litigation, from the Supreme Court’s game-changing opinion in Omnicare regarding liability for opinion statements, to several significant opinions out of the Delaware courts regarding, among other things, financial advisor liability and the apparent end to disclosure-only settlements. This post highlights what you most need to know in […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Delaware cases, Delaware law, Derivative suits, Erica John Fund v. Halliburton, Financial advisers, Fraud-on-the-Market, Halliburton, Merger litigation, Mergers & acquisitions, Rural/Metro, Section 10(b), Securities fraud, Securities litigation, Settlements, Shareholder suits, Short sales, SLUSA, Supreme Court, U.S. federal courts
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Corporate Governance Survey—2015 Proxy Season
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly-traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Surveys, Tech companies
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Crowdfunding and the Digital Shareholder
After several years of delay, Internet-based securities crowdfunding is finally poised to go live this year thanks to the SEC’s recent issuance of Regulation Crowdfunding. Through crowdfunding, people of modest means will for the first time be legally authorized to make investments that are currently offered exclusively to “accredited” (wealthy) investors. This democratization of entrepreneurial […]
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Posted in Academic Research, Accounting & Disclosure, Legislative & Regulatory Developments, Securities Regulation
Tagged Agency costs, Behavioral finance, Capital formation, Crowdfunding, Disclosure, Entrepreneurs, Information asymmetries, Investor protection, JOBS Act, Reputation, SEC, SEC rulemaking, Securities regulation, Small firms, Social networks, Solicitation, Venture capital firms
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So You’re Thinking of Joining a Public Company Board
Candidates for directorships on public company boards have much to consider. Potential exposure to legal liability, public criticism, and reputational harm, a complex tangle of applicable regulations and requirements, and a very significant time commitment are facts of life for public company directors in the modern era. The extent to which individuals can effectively manage […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Board dynamics, Board independence, Board turnover, Boards of Directors, Compliance & ethics, Conflicts of interest, Corporate culture, D&O insurance, Director compensation, Director liability, Diversity, External auditors, Fiduciary duties, Indemnification, Inside information, Insider trading, Management, Risk, Risk management, Securities regulation, Shareholder activism
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Chancery Court on Disclosure-Only Settlements
It’s a familiar story in M&A transactions. A merger is announced and, within days, the plaintiffs’ bar scrambles to file suits on behalf of the selling company’s stockholders, alleging that the seller’s board agreed to an inadequate price and made misleading disclosures about the deal. After going through “the motions”—the plaintiffs file a motion for […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorneys' fees, Delaware cases, Delaware law, Derivative suits, Disclosure, Discovery, Fiduciary duties, Merger litigation, Mergers & acquisitions, Rural/Metro, Settlements, Shareholder suits
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U.S. Uncleared Swap Margin, Capital, and Segregation Rules
U.S. prudential regulators (the OCC, Federal Reserve, FDIC, FCA and FHFA) and the CFTC have finalized uncleared swap margin, capital and segregation requirements (the “PR rules,” and “CFTC rules,” respectively, and the “final rules,” collectively).* The PR rules apply to swap entities that are prudentially regulated by a U.S. prudential regulator (“PR CSEs”). The CFTC […]
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Posted in Derivatives, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Basel Committee, Capital requirements, CFTC, Derivatives, FDIC, Federal Reserve, Financial regulation, Margin requirements, OCC, Prudence, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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M&A at a Glance: 2015 Year-End Roundup
Continuing the upward trend started in 2013, 2015 was a record-breaking year for M&A activity. Almost every measure tracked in our Year-End Roundup increased sharply both globally and in the U.S. Globally, overall deal volume as measured by total deal value was $4,741 billion, which is 63.7% greater than in 2014 ($3,506 billion), and 83% […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Break fees, Canada, Cross-border transactions, Go-shop, Hostile takeover, International governance, Mergers & acquisitions, Public firms, Strategic buyers, Takeovers, Tender offer, UK
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Weekly Roundup: January 21–January 28
Political Values, Culture, and Corporate Litigation Posted by Danling Jiang, Florida State University, on Thursday, January 21, 2016 Tags: Accountability, Behavioral finance, Compliance & ethics, Corporate culture, Corporate Social Responsibility,Management, Market reaction, Misconduct, Securities enforcement, Securities litigation, Social networks Acquisition Financing: the Year Behind and the Year Ahead Posted by Eric M. Rosof, Wachtell, Lipton, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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