Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Making Executive Compensation More Accountable

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 1, 2015

When it comes to compensation, Americans believe you should earn your money. They also believe, just as strongly, that you should not keep what you did not earn. It’s fundamental to our values. However, when companies have to restate their financial statements because they violated applicable reporting requirements, their executives may not be required to […]

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Public Pension Funds’ Shareholder-Proposal Activism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 1, 2015

America’s largest publicly traded companies are facing more shareholder proposals in 2015, driven principally by a “proxy access” campaign led by New York City Comptroller Scott Stringer, who oversees the city’s $160 billion pension funds for public employees. Elected in 2013, Stringer has launched a Boardroom Accountability Project seeking, in part, proxy access, which grants […]

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The Role of Chief Compliance Officers Must be Supported

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 30, 2015

Chief Compliance Officers of Investment Advisers (CCOs) play an important and crucial role in fostering integrity in the securities industry. They are responsible for making sure that their firms comply with the rules that apply to their operations. As part of that effort, CCOs typically work with senior corporate leadership to instill a culture of […]

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Some Lessons from BlackRock, Vanguard and DuPont

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 30, 2015

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. […]

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Amendments to the DGCL

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 30, 2015

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 […]

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Delaware Court: Seating Board Designee Subject to Reasonable Conditions Not a Breach

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 29, 2015

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 […]

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Government Preferences and SEC Enforcement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 29, 2015

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 […]

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DOJ Provides “Best Practices” for Corporate Internal Investigations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, June 28, 2015

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’ […]

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SEC Proposes More Frequent and Detailed Fund Holdings Disclosure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, June 27, 2015

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 […]

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A Threefold Cord—Working Together to Meet the Pervasive Challenge of Cyber-Crime

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 26, 2015

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 […]

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