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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
Four Takeaways from Proxy Season 2015
As the 2015 proxy season concludes, some key developments stand out. Most significantly, a widespread investor campaign for proxy access ignited the season, making proxy access the defining governance topic of 2015. The campaign for proxy access is closely tied to the increasing investor scrutiny of board composition and accountability, and yet—at the same time—the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Engagement, Environmental disclosure, Hedge funds, Institutional Investors, Proxy access, Proxy season, Shareholder activism, Shareholder voting
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Money Market Mutual Funds: Stress Testing & New Regulatory Requirements
In July 2014, the Securities and Exchange Commission (SEC) adopted a package of reforms to the regulatory framework governing money market mutual funds. The SEC believes the new rules will enhance the safety and soundness of the money market fund industry during periods of market distress, when redemptions in some funds may increase substantially. [1] […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged FSOC, Liquidity, Money market funds, Mutual funds, SEC, SEC rulemaking, Securities regulation, Shocks, Stress tests
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The Next Frontier for Boards, Oversight of Risk Culture
Over the past 15 years expectations for board oversight have skyrocketed. In 2002 the Sarbanes-Oxley Act put the spotlight on board oversight of financial reporting. The 2008 global financial crisis focused regulatory attention on the need to improve board oversight of management’s risk appetite and tolerance. Most recently, in the wake of a number of […]
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Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate culture, FSB, Internal auditors, Internal control, International governance, Risk, Risk management, Risk oversight, UK
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Illegality and Hardball in Government’s Nationalization of AIG
Suppose your bank offers to lend you money to buy a home, and even if you repaid the loan, the bank would retain ownership of your home as well. Would you sign up? Would you expect a business organization to accept equivalent loan-plus-forfeiture terms? I don’t think so but that is what the U.S. government’s […]
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Posted in Bankruptcy & Financial Distress, Financial Crisis, Practitioner Publications
Tagged AIG, Bailouts, Bankruptcy, Distressed companies, Financial crisis, TARP, Treasury Department, Usury
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Basel III Liquidity Framework: Final Net Stable Funding Ratio Disclosure Standards
Last week, the Basel Committee on Banking Supervision (the “Basel Committee”) published final standards (the “Final Disclosure Standards”) for the disclosure of information relating to banks’ net stable funding ratio (the “NSFR”) calculations. [1] The Final Disclosure Standards were adopted substantially as proposed in December 2014. [2] The NSFR, which the Basel Committee adopted in […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Disclosure, Financial institutions, Financial regulation, Foreign banks, Liquidity, Risk
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Federal Reserve Provides Guidance on Bank M&A
The Federal Reserve Board approved BB&T’s application to acquire Susquehanna Bancshares earlier this week and set the stage for an August 1 closing—just over eight months from the date of announcement. The BB&T/Susquehanna transaction will be the largest U.S. bank merger in recent years to close within this timeframe. This acquisition follows closely after the […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Federal Reserve, Financial regulation, Mergers & acquisitions
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Merger Price and Process Win the Day Yet Again In Delaware Appraisal Action
On June 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it yet again rejected a dissenting shareholder’s attempt to extract consideration for its shares above the merger price through appraisal rights. See LongPath Capital, LLC v. Ramtron Int’l Corp., Slip. Op. June 30, 2015, C.A. No. 8094-VCP (Del. Ch. June […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Firm valuation, Hostile takeover, Merger litigation, Mergers & acquisitions
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SPAC-and-Span: A Clean Exit?
While robust M&A and IPO markets have given investors solid liquidity options, in some cases selling a company to a publicly traded special purpose acquisition company, or SPAC, can be an appealing alternative. Recent examples in the United States include the $500 million acquisition by Levy Acquisition Corp. of Del Taco in June 2015 and […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, IPOs, Mergers & acquisitions, Public firms, Special purpose vehicles
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Delaware LLC and Partnership Law
Delaware has recently adopted legislation amending the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Revised Uniform Partnership Act (GP Act) (collectively, the LLC and Partnership Acts). The following is a brief summary of some of the more significant amendments that affect Delaware limited […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Corporate forms, Delaware law, Delaware legislation, Mergers & acquisitions, Partnerships, State law
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Florida SBA Proxy Contest Voting Decisions Drive Shareowner Value
The State Board of Administration (SBA) of Florida recently completed a first-of-its-kind empirical analysis of an institutional investor’s proxy voting decisions involving dual board nominees and their impact on portfolio value. The study examined the SBA’s own voting decisions covering proxy contests occurring between January 1, 2006 and December 31, 2014 at U.S.-domiciled companies with […]
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Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Proxy contests, Proxy voting, Shareholder activism
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