-
Supported By:
Subscribe or Follow
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
Some Lessons from BlackRock, Vanguard and DuPont
Recent statements by the CEOs of BlackRock and Vanguard rejecting activism and supporting investment for long-term value creation and their support of DuPont in its proxy fight with Trian, prompt the thought that activism is moving in-house at these and other major investors and a new paradigm for corporate governance and portfolio oversight is emerging. […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board communication, Boards of Directors, Engagement, Institutional Investors, Shareholder activism, Shareholder power, Vanguard
Comments Off on Some Lessons from BlackRock, Vanguard and DuPont
Amendments to the DGCL
Senate Bill 75, which contains several important amendments to the General Corporation Law of the State of Delaware (the “DGCL”), was signed by Delaware Governor Jack Markell on June 24, 2015. As described in this post, the 2015 legislation includes, among other things: Prohibition on Fee Shifting. The legislation amends Sections 102 and 109 to […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Attorneys' fees, Charter & bylaws, Defective corporate act, Delaware law, Delaware legislation, DGCL, Fee-Shifting, Forum selection, Incorporations, Public benefit corporations
Comments Off on Amendments to the DGCL
Delaware Court: Seating Board Designee Subject to Reasonable Conditions Not a Breach
In Partners Healthcare Solutions Holdings, L.P. v. Universal American Corp. (June 17, 2015), the Delaware Chancery Court granted summary judgment to defendant Universal American Corp. (“UAM”), rejecting the contentions of one of UAM’s largest stockholders, Partners Healthcare Solutions Holdings (“Partners”), that UAM had breached a board seat agreement by imposing conditions on the seating of […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions
Comments Off on Delaware Court: Seating Board Designee Subject to Reasonable Conditions Not a Breach
Government Preferences and SEC Enforcement
The Securities and Exchange Commission’s (SEC) enforcement actions have been subject to increased scrutiny following the SEC’s failure to detect several accounting frauds. A growing literature investigates the reasons for such failure in SEC enforcement by examining the SEC’s choice of enforcement targets. While several studies recognize that the SEC and its enforcement actions are […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Audits, Labor markets, Misconduct, SEC, SEC enforcement, Securities enforcement
Comments Off on Government Preferences and SEC Enforcement
DOJ Provides “Best Practices” for Corporate Internal Investigations
What does the Department of Justice think is a high-quality internal investigation? How does DOJ decide whether an investigation was good enough to help a company avoid, or at least mitigate, criminal charges? In recent speeches, DOJ has provided important guidance on its view of best practices, and some useful common-sense reminders, for our clients’ […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, DOJ, Misconduct
Comments Off on DOJ Provides “Best Practices” for Corporate Internal Investigations
SEC Proposes More Frequent and Detailed Fund Holdings Disclosure
On May 20, 2015, the SEC proposed new and amended rules and forms (the “Proposals”) that, if adopted, will significantly broaden the type and scope of information reported by registered investment companies. The Proposals, which are summarized below, fall into five categories: New Form N-PORT, which would require registered investment companies to report detailed information […]
Click here to read the complete post
Posted in Accounting & Disclosure, Securities Regulation
Tagged Derivative disclosure, Disclosure, Financial reporting, Investment advisers, Reporting regulation, SEC, SEC rulemaking, Securities regulation
Comments Off on SEC Proposes More Frequent and Detailed Fund Holdings Disclosure
A Threefold Cord—Working Together to Meet the Pervasive Challenge of Cyber-Crime
Cybersecurity is an issue of profound importance in today’s technology-driven world. What was once a problem only for IT professionals is now a fact of life for all of us. I say “us” because, as you may know, hackers breached a government database a few weeks ago and stole the personal information of roughly four […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Investor protection, Risk oversight, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
Comments Off on A Threefold Cord—Working Together to Meet the Pervasive Challenge of Cyber-Crime
Building Meaningful Communication and Engagement with Shareholders
I am honored to be with you here in Chicago at the Society’s 69th National Conference. Over the years, the Society has consistently provided thoughtful comments to the Division of Corporation Finance and the Commission on a wide variety of issues and proposed rules. You understand the complexities that can affect multiple parties and recognize […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Engagement, No-action letters, Proxy access, Proxy materials, Proxy plumbing, Proxy voting, Shareholder communications, Shareholder elections, Shareholder proposals, Universal proxy ballots, Withhold votes
Comments Off on Building Meaningful Communication and Engagement with Shareholders
Corporate Litigation: Disinterested Directors and “Entire Fairness” Cases
Under Delaware law, where a controlling shareholder stands on both sides of a corporate transaction that is challenged by minority stakeholders, the controller presumptively bears the burden of proving the entire fairness of the transaction, i.e. “both fair dealing and fair price.” Conversely, disinterested directors—those with no financial stake in the transaction—may be liable for […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, DGCL, Fairness review, Fiduciary duties, Mergers & acquisitions, Minority shareholders, Shareholder suits
Comments Off on Corporate Litigation: Disinterested Directors and “Entire Fairness” Cases