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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
What the Allergan/Valeant Story Teaches About Staggered Boards
Until March 2015, I was the Executive Vice President and General Counsel of Allergan, Inc. For much of 2014 my job was to address the hostile bid launched by Valeant and Pershing Square to acquire Allergan. With that perspective, I followed with interest the debate surrounding staggered boards, and in particular the success of institutional […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board declassification, Boards of Directors, Classified boards, Conflicts of interest, Fiduciary duties, Information asymmetries, Institutional Investors, Long-Term value, Pershing Square, Shareholder activism, Shareholder power, Shareholder Rights Project, Shareholder voting, Short-termism, Staggered boards
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The Changing Dynamics of Governance and Engagement
As anticipated, the 2015 proxy season has been the “Season of Shareholder Engagement” for U.S. public companies. Activist attacks, high-profile battles for board seats, and shifting alliances of major investors and proxy advisors have created an environment in which shareholder engagement is near the top of every well-advised board’s to-do list. There is no shortage […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board communication, Boards of Directors, Engagement, Glass Lewis, Institutional Investors, Institutional voting, ISS, Proxy advisors, Proxy voting, Shareholder activism, Shareholder power, Shareholder rights, Vanguard
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SEC Charges Computer Sciences Corporation & Former Executives With Accounting Fraud
On June 5, 2015, the Securities and Exchange Commission (“SEC”) entered into settled administrative cease-and-desist proceedings with Computer Sciences Corporation (“CSC”) and some of its former executives due to the company’s alleged manipulation of financial results and concealment of problems with the company’s largest contract. [1] Among other things, CSC agreed to pay a $190 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting irregularities, Clawbacks, Corporate fraud, Disclosure, Financial reporting, GAAP, Management, SEC, SEC enforcement, Securities enforcement, SOX, SOX Section 304
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Angels and Venture Capitalists: A Match Made in Heaven?
Are angel investors and venture capitalists friends or foes? Are they synergistic partners in the process of funding entrepreneurial value creation? Or are they distinct funding mechanisms where entrepreneurs have to decide which camp they want to be part of? In a series of two recent papers (Friends or Foes? The Interrelationship between Angel and […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Angel groups, Capital markets, Entrepreneurs, Equity capital, External financing, Financing conditions, Firm valuation, Incentives, Market conditions, Tech companies, Venture capital firms
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Are Public Companies Required to Disclose Government Investigations?
For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the standards for disclosure of investigations are more muddled than one would expect. As a result, disclosure practices vary—investigations are sometimes disclosed […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Compliance & ethics, Compliance and disclosure interpretation, Disclosure, Financial reporting, Form 8-K, Investor protection, Litigation disclosures, Public firms, Regulation S-K, Rule 10b-5, SEC, SEC enforcement, SEC rulemaking, Transparency
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Employment Protection and Takeovers
Cost reductions in the pursuit of economies of scale and scope are commonly believed to be a major driver—and a key source of synergies—in corporate takeovers. Restructuring the workforce, largely in the form of layoffs, is presumed to be one of the primary channels through which such cost reductions are obtained. However, despite the central […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Efficiency, Firm performance, International governance, Labor markets, Mergers & acquisitions, Takeovers, Welfare cost
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Delaware Court Relies Exclusively on Merger Price in Appraisal Action
In a recent appraisal proceeding, the Delaware Court of Chancery concluded that the company had engaged in a thorough sales process, and therefore found that it was appropriate to determine fair value of the company’s stock by relying exclusively on the merger price less net synergies. The court found that a discounted cash flow (or […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder suits
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The UK’s Final Bonus Compensation Rule
On June 23rd, the UK’s Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) [1] finalized a joint bonus compensation rule that was proposed last July. While the industry (including subsidiaries and branches of US banks in the UK) had hoped for a more lenient approach, the final rule generally retains the proposal’s stringent […]
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Posted in Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bonuses, Clawbacks, EU, Europe, Executive Compensation, International governance, Risk management, UK
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“Pay Versus Performance” Rule Proposed by SEC Under Dodd-Frank
“We are drowning in information, while starving for wisdom.” —E.O. Wilson [1] On April 29, the Securities and Exchange Commission announced its proposal to add a new Item 402(v), captioned “Pay versus Performance,” to Regulation S-K. [2] The SEC announced the proposed rule pursuant to Dodd-Frank Section 953(a). [3] Section 953(a) directs the SEC to […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Compensation disclosure, Disclosure, Dodd-Frank Act, Executive Compensation, Financial reporting, Proxy disclosure, Regulation S-K, SEC rulemaking
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Third Circuit Provides Guidance on Excluding Shareholder Proposals
On Monday, the U.S. Court of Appeals for the Third Circuit released its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. [1] The Court had issued an earlier order, without an opinion, that Wal-Mart could exclude Trinity’s Rule 14a-8 shareholder proposal relating to the sale of firearms with high-capacity magazines from Wal-Mart’s proxy materials […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Proxy materials, Rule 14a-8, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder activism, Shareholder proposals, U.S. federal courts
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