-
Supported By:
Subscribe or Follow
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
2015 Proxy Season Review
Our 2015 Proxy Season Review summarizes significant developments relating to shareholder proposals to date during the 2015 proxy season. Although shareholder activists pursuing strategic or management changes continue to dominate the headlines, they do not choose to wage those campaigns through shareholder proposals made under Rule 14a-8, which are addressed by the complete publication, choosing instead private […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, ISS, Proxy access, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, Shareholder activism, Shareholder proposals, Shareholder voting
Comments Off on 2015 Proxy Season Review
Dodd Frank Turns 5
July 21, 2015 marked the 5th anniversary of President Obama signing the Dodd-Frank Act into law. Even though the Act is more than 800 pages in length, it is the Act’s 390 rulemaking requirements and the 307 proposed and final rules issued by Federal agencies to date that make up the vast bulk of new […]
Click here to read the complete post
Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Financial regulation, Securities regulation
Comments Off on Dodd Frank Turns 5
Timing Stock Trades for Personal Gain: Private Information and Sales of Shares by CEOs
In October 2000, the SEC enacted Rule 10b5-1 which enables managers to reduce their exposure to allegations of trading on material non-public information by announcing pre-planned stock sales up to two years in advance. In our paper, Timing Stock Trades for Personal Gain: Private Information and Sales of Shares by CEOs, which was recently made […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Compliance & ethics, Information asymmetries, Information environment, Inside information, Insider trading, Management, Market timing, Rule 10b-5-1, Securities regulation, Stock returns
Comments Off on Timing Stock Trades for Personal Gain: Private Information and Sales of Shares by CEOs
Risk Management and the Board of Directors
Introduction Overview Corporate risk taking and the monitoring of risks have continued to remain front and center in the minds of boards of directors, legislators and the media, fueled by the powerful mix of continuing worldwide financial instability; ever-increasing regulation; anger and resentment at the alleged power of business and financial executives and boards, including […]
Click here to read the complete postCourt of Chancery Upholds Customary Release in Spin-Off Transactions
The Delaware Court of Chancery last week validated a release of liability that extinguished certain claims a recently spun-off company may have had against its former parent and its directors. In re AbbVie Inc. Stockholder Derivative Litig., C.A. No. 9983-VCG (Del. Ch. July 21, 2015). The decision confirms that the mutual releases customary in spin-off arrangements […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Derivative suits, Merger litigation, Mergers & acquisitions, Misconduct, Ownership, Shareholder suits, Spinoffs
Comments Off on Court of Chancery Upholds Customary Release in Spin-Off Transactions
Binding Spincos to Parent Obligations Requires Specificity
In Miramar Police Officers’ Retirement Plan v. Murdoch [1] the Delaware Court of Chancery dismissed plaintiff’s claims, refusing to hold that an “unambiguous” boilerplate successors and assigns clause operated to bind a spun-off company to the terms of a contract entered into by its former parent company. The contract at issue generally restricted the former […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Contracts, Delaware cases, Delaware law, Derivative suits, Poison pills, Securities litigation, Spinoffs, Takeover defenses
Comments Off on Binding Spincos to Parent Obligations Requires Specificity
Delaware Court of Chancery Rejects M&A Litigation Settlement
In Acevedo v. Aeroflex Holding Corporation, in connection with a stockholder suit that challenged the sale of a company with a controlling stockholder to a third party, the Delaware Court of Chancery rejected a settlement which provided a global release of claims in exchange for a reduced termination fee and a shortening of the matching-rights […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Deal protection, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Shareholder suits, Termination fees
Comments Off on Delaware Court of Chancery Rejects M&A Litigation Settlement
Appraisal Arbitrage—Is There a Delaware Advantage?
Market observers have devoted a fair amount of attention to possible reasons underlying the recent increase in appraisal rights actions filed in the Delaware Chancery Court. A number of commentators have connected such an increase to recent rulings reaffirming appraisal rights of shares bought by appraisal arbitrageurs after the record date of the relevant transactions. […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, Firm valuation, Incentives, Merger litigation, Mergers & acquisitions
Comments Off on Appraisal Arbitrage—Is There a Delaware Advantage?
Outsourcing: How Cyber Resilient Are You?
Cyber attacks on financial institutions continue to increase, both in number and impact. While the industry’s defenses against cyber criminals have been improving, recent high-profile breaches indicate that many cyber risk areas remain under addressed. Regulators are particularly concerned that the industry’s third-party service providers are a weak link that cyber attackers can exploit. [1] […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Practitioner Publications
Tagged Banks, Cybersecurity, Financial institutions, FINRA, Risk, Risk management, Risk oversight
Comments Off on Outsourcing: How Cyber Resilient Are You?
Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps
Public companies in the United States are subject to litigation in various areas, including: shareholder litigation; government investigations and enforcement actions; environmental litigation and intellectual property disputes. While certain litigation may be frivolous or merely routine, other claims may be costly and potentially damaging to the company’s bottom line, reputation, or both. It is important […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Board communication, Boards of Directors, Duty of care, Insurance, Management, Oversight
Comments Off on Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps