Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Getting Ready for Proxy Access

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 1, 2015

Proxy access will be a leading issue in the 2016 proxy season, and now is the time to make a plan. We have a detailed deck on these questions, available here, but in a nutshell this is what’s happening:

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“Is Short-Term Behavior Jeopardizing the Future Prosperity of Business?”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 30, 2015

In a must-read report highlighting the pressures public companies face to meet quarterly guidance, maximize immediate profits and extract value today instead of investing for the future, the Conference Board examines what is driving short-term behavior and outlines what can be done to restore balance. The following specially selected highlights from the report and associated […]

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The Delaware Courts and the Investment Banks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 30, 2015

A doctrinal innovation in Delaware law that first appeared a year ago is threatening to mature into a full-on trend: through the tort of “aiding-and-abetting” fiduciary breach, the Delaware courts, accepting the invitation of the stockholder-plaintiffs’ bar, have begun to take on the task of regulating the M&A advisory function of investment banks. In October […]

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Fund Advisers and Fee Disclosure in SEC Enforcement Action

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 30, 2015

October 7, 2015, the US Securities and Exchange Commission (the Commission or SEC) entered into a settlement agreement with Blackstone Management Partners L.L.C., Blackstone Management Partners III L.L.C., and Blackstone Management Partners IV L.L.C. (collectively, Blackstone) regarding certain Blackstone fee and expense disclosure practices. Without admitting or denying the Commission’s findings, Blackstone consented to a […]

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Building a Dynamic Framework for Offering Reform

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 29, 2015

I am very pleased to be here to help kick off the 47th Annual Securities Regulation Institute. As some of you know, I am no stranger to this program, nor is the SEC staff. I have participated since my early days as U.S. Attorney, and its tremendous success is largely due to its tireless organizers. […]

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ISS Preliminary 2016 Voting Policy Updates

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 29, 2015

Today [October 26, 2015], ISS announced it is considering changing its U.S. voting policies in three areas heading into the 2016 proxy season: (i) when a sitting CEO or a non-CEO director will be viewed as “overboarded “on account of service on multiple boards, (ii) unilateral board actions that reduce shareholder rights (with a focus […]

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The SEC Proposed Clawback Rule

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 28, 2015

On July 1, 2015, the Securities and Exchange Commission (SEC) issued Proposed Rule 10D-1 relating to so-called “clawbacks” pursuant to Section 10D of the Securities and Exchange Act of 1934 (the Exchange Act). Section 10D of the Exchange Act was added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of […]

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Deal Activism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 27, 2015

In today’s robust M&A environment, parties to a potential merger or acquisition must anticipate and manage “deal activism.” Just as all companies and boards should prepare for shareholder activism generally, deal participants should plan for the possibility that, after a deal is announced, activists may seek a higher price, encourage a topping bid for all […]

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Harvard Convenes the 2015 Executive Compensation & Corporate Governance Roundtable

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 27, 2015

The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation & Corporate Governance last Wednesday, October 21, 2015. The event brought together for a roundtable discussion 62 prominent experts with a wide range of perspectives on the subject, including senior officers from leading […]

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Are Institutions Informed About News?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 27, 2015

Who is informed on the stock market? There are plenty of reasons to believe that institutional investors possess value-relevant information. Unlike retail investors, institutions often directly communicate with publicly traded firms as well as brokerage firms through their investment banking, lending, and asset management divisions. Most mutual funds and hedge funds employ buy-side analysts and […]

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