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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
Regulatory Approvals for Bank M&A
The Federal Reserve’s approval last week of M&T’s pending acquisition of Hudson City has prompted a great deal of speculation as to the current state of the regulatory approval process for bank mergers and acquisitions. Announced over three years ago, on August 27, 2012, the M&T/Hudson City transaction has taken longer to receive Federal Reserve […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Due diligence, Federal Reserve, Financial institutions, Financial regulation, Jurisdiction, Merger litigation, Mergers & acquisitions
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SCOTUS Declines Petition on Insider Trading Ruling
Today [October 5, 2015], the United States Supreme Court declined to hear the petition for a writ of certiorari (the “Petition”) filed by the United States Department of Justice (“DOJ”) in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), a landmark decision that dismissed indictments against two insider trading defendants. By declining to […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged DOJ, Information environment, Inside information, Insider trading, Liability standards, SEC, SEC enforcement, Social networks, Supreme Court, U.S. federal courts
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Delaware’s Respect for Informed Stockholder Approval of Mergers
In an important ruling last week, the Delaware Supreme Court reaffirmed that control of Delaware companies lies in the boardroom and held that the deferential business judgment rule is the “appropriate standard of review for a post-closing damages action” when a third-party merger “has been approved by a fully informed, uncoerced majority of the disinterested […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Shareholder suits
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The Spotlight on Boards
The ever evolving challenges facing corporate boards, and especially this year the statements by BlackRock, State Street and Vanguard of what they expect from boards, prompts an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Board leadership, Board performance, Boards of Directors, Compliance & ethics, Corporate culture, Director qualifications, Executive Compensation, Institutional Investors, Management, Oversight, Risk management, Risk oversight
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An End to Disclosure-Only Settlements?
In an opinion last week [September 17, 2015], the Delaware Court of Chancery, following other recent decisions from that Court, strongly signaled that stockholder lawsuits in Delaware attacking mergers may no longer be resolved by a corporate defendant providing additional disclosures to stockholders in exchange for a broad release of claims against all defendants. Signaling […]
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Posted in Accounting & Disclosure, Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Delaware cases, Delaware law, Disclosure, Going private, Liability standards, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits
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Active Ownership
In our paper, Active Ownership, forthcoming in the Review of Financial Studies, we analyze highly intensive engagements on environmental, social, and governance (ESG) issues by a large institutional investor with a major commitment to responsible investment (hereafter “ESG activism” or “active ownership”). Given the relative lack of research on environmentally and socially themed engagements, we […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, Empirical Research, Institutional Investors
Tagged Asset management, Corporate Social Responsibility, Engagement, Firm performance, Institutional Investors, Market reaction, Ownership, Reputation, Shareholder activism, Signaling, Stock returns, Sustainability
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Will a New Paradigm for Corporate Governance Bring Peace?
The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the army […]
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Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Institutional Investors, ISS, Long-Term value, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder rights, Shareholder value, Shareholder voting, Short-termism, Takeover defenses
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The Effect of Relative Performance Evaluation
In the paper, The Effect of Relative Performance Evaluation on Investment Efficiency and Firm Performance, which was recently made publicly available on SSRN, I examine the effect of explicit relative performance evaluation (RPE) on managers’ investment decisions and firm performance. Principal-agent theory suggests that firms can motivate managers to act in shareholders’ interest by linking […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Agency costs, Agency model, Behavioral finance, Disclosure, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Peer effects, Peer groups, Performance measures
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SEC Interpretation of “Whistleblower” Definition
On August 4, 2015, the Securities and Exchange Commission (“SEC”) issued an interpretive release to clarify its reading of the whistleblower rules it promulgated in 2011 under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The release expressed the SEC’s view that the employment retaliation protection accorded by the […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Exchange Act, Exchange Act s.21, Misconduct, SEC, SEC rulemaking, Securities regulation, SOX, Whistleblowers
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Asset Managers: AML ready?
On August 25th, the US Treasury Department’s Financial Crimes Enforcement Network (FinCEN) proposed anti-money laundering requirements for US investment advisers. The proposal requires advisers that are registered with the Securities and Exchange Commission (SEC) to establish anti-money laundering (AML) programs, to report suspicious activities related to money laundering and terrorist financing, and to comply with […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Banks, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Due diligence, Financial advisers, Financial institutions, Investment advisers, Risk assessment, SEC, SEC enforcement, Securities enforcement, Treasury Department
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