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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
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, […]
Click here to read the complete postREIT and Real Estate M&A in 2016
Following are some of the key trends we are following as we enter 2016, while keeping a weather eye on macro market turmoil: M&A activity should continue at a steady pace, with a number of public-to-private and public-to-public REIT mergers already in the works. We are not expecting an avalanche of REIT buyouts a la […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Dividends, Equity capital, Executive Compensation, Going private, Hostile takeover, Institutional Investors, International governance, Management, Mergers & acquisitions, REITs, Shareholder activism, Spinoffs, Succession, Taxation
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A New Measure of Disclosure Quality
In our paper, A New Measure of Disclosure Quality: The Level of Disaggregation of Accounting Data in Annual Reports, recently featured in the Journal of Accounting Research, we develop a new measure of disclosure quality (DQ), which captures the level of disaggregation of accounting line items in firms’ annual reports, with greater disaggregation indicating higher […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Analyst forecasts, Disclosure, Equity capital, External auditors, Financial reporting, Information asymmetries, Information environment, Transparency
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Board Governance: Higher Expectations, but Better Practices?
The board’s role in risk governance continues to attract the attention of regulators who demand that the appropriate risk tone be set at the top of financial institutions. While the largest US banks have made significant progress toward meeting these expectations, many institutions still have a lot of work to do. Our observations of the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Accountability, Banks, Basel Committee, Board composition, Boards of Directors, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, OCC, Reporting regulation, Risk, Risk committee, Risk management, Risk oversight, Systemic risk
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Private Equity Portfolio Company Fees
When private equity firms sponsor a takeover, they may charge fees to the target company while some of the firm’s partners sit on the company’s board of directors. In the wake of the global financial crisis, such potential for conflicts of interest became a public policy focus. On July 21st 2015, thirteen state and city […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation, Private Equity
Tagged Agency costs, Compensation disclosure, Conflicts of interest, Disclosure, Fund managers, Investment advisers, Investor protection, Leveraged acquisitions, Private equity, SEC, Securities regulation, Taxation, Tunneling
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Bebchuk Leads SSRN’s 2015 Citation Rankings
Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as was the case at the end of each of the eight preceding years, Professor Lucian Bebchuk led SSRN citation rankings for law professors at the end of 2015. As of the end of December 2015, Bebchuk ranked first among all law school […]
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Posted in Academic Research, Program News & Events
Tagged Lucian Bebchuk, Program on Corporate Governance, Rankings, SSRN
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