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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 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
Acquisition Financing: the Year Behind and the Year Ahead
Last year’s robust acquisition financing market helped drive the headline-grabbing deals and record volume of M&A in 2015. At the same time, credit markets were volatile in 2015 and appeared to have shifted fundamentally as the year went on—and with them, the types of deals that can get done and the available methods of financing […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Bank loans, Banks, Buyouts, Capital markets, Credit supply, External financing, Financing conditions, Leverage, Leveraged acquisitions, Mergers & acquisitions, Restructurings
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Political Values, Culture, and Corporate Litigation
In our paper, Political Values, Culture, and Corporate Litigation, published in the latest issue of Management Science, we examine whether the political culture of a firm defines its ethical and legal boundaries as observed by the propensity for corporate misconduct. Using one of the largest samples of litigation data to date, we show that firms […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, Securities Litigation & Enforcement
Tagged Accountability, Behavioral finance, Compliance & ethics, Corporate culture, Corporate Social Responsibility, Management, Market reaction, Misconduct, Securities enforcement, Securities litigation, Social networks
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Compensation Season 2016
Boards of directors and their compensation committees will soon shift attention to the 2016 compensation season. Key considerations in the year ahead include the following: Say-on-Pay. If a company anticipates a challenging say-on-pay vote with respect to 2015 compensation, it should proactively reach out to large investors, communicate the rationale for the company’s compensation programs […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Change in control, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Executive turnover, Institutional Investors, ISS, Management, Mergers & acquisitions, Say on pay, Securities litigation, Securities regulation, Shareholder activism, Shareholder suits, Taxation
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The Cost of Supermajority Target Shareholder Approval
Acquisitions via a tender offer can be significantly faster than a traditional merger, but this benefit is only available if the bidder can conduct a short-form merger following the tender, which avoids the need for a proxy statement filing and formal shareholder vote. Until recently this structure was only available if the bidder could convince […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Mergers & Acquisitions
Tagged Acquisition likelihood, Acquisition premiums, Acquisitions, Delaware law, Delaware legislation, DGCL, Incentives, Management, Mergers & acquisitions, Retention, Shareholder power, Shareholder value, Shareholder voting, Short-form merger, Target firms, Tender offer
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Designated Lender Counsel in Private Equity Loans
Recent media reports have expressed alarm at the use of “designated lender counsel” in private equity-sponsored leveraged loan transactions. [1] The phrase refers to the practice of a private equity firm instructing the investment bank arranging its syndicated loan as to which law firm the private equity firm would like the investment bank to use […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Private Equity, Securities Regulation
Tagged Bank loans, Banks, Conflicts of interest, FDIC, Federal Reserve, Fiduciary duties, Financial institutions, Financial regulation, Leverage, OCC, Private equity, Risk management, Securities regulation
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PECO v. Walnut: Firm Valuation
In PECO v. Walnut (Dec. 30, 2015), the Delaware Court of Chancery refused to review a valuation firm’s determination of the value of an LLC’s preferred units when the LLC agreement provided that the value as determined by an independent valuation firm would be binding on the parties. While PECO related to the valuation of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Acquisitions, Appraisal rights, Conflicts of interest, Delaware cases, Delaware law, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder suits
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Proposed Rule on Registered Funds’ Use of Derivatives
On December 11, 2015, the SEC issued its long-anticipated release (the “Release”) proposing Rule 18f-4 (“the “Proposed Rule”) under the 1940 Act regarding the use of derivatives and certain related instruments by registered investment companies (collectively, “funds”). The stated objective of the Release is to “address the investor protection purposes and concerns underlying section 18 […]
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Posted in Derivatives, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Derivatives, Investment Company Act, Investor protection, Leverage, Mutual funds, No-action letters, Private funds, Risk, Risk management, Rule 18f-4, SEC, SEC rulemaking, Securities regulation, Swaps
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Failure-of-Oversight Claims Against Directors
Last week, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of purported shareholder derivative claims alleging that directors of JPMorgan Chase, a Delaware corporation, failed to institute internal controls sufficient to detect Bernard Madoff’s Ponzi scheme. Central Laborers v. Dimon, No. 14-4516 (2d Cir. Jan. 6, 2016) (summary order). The decision represents […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bernard Madoff, Boards of Directors, Caremark, Charter & bylaws, Delaware cases, Delaware law, Derivative suits, Director liability, Duty of good faith, Fiduciary duties, Liability standards, Misconduct, Oversight, Shareholder suits, U.S. federal courts
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Weekly Roundup: January 8–January 15
Director Removal Without Cause Posted by Daniel E. Wolf, Kirkland & Ellis LLP, on Friday, January 8, 2016 Tags: Board declassification, Charter & bylaws, Classified boards, Delaware cases, Delaware law, DGCL, DGCL s.141,Majority voting, Mergers & acquisitions, Ousting directors, Shareholder activism, Shareholder elections, Shareholder voting OCC’s Recovery Planning Proposal Posted by Dan Ryan, PricewaterhouseCoopers LLP, […]
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