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

Institutional Investing When Shareholders Are Not Supreme

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

Signs of the public’s appetite for alternative business forms, such as benefit corporations, [1] that blend profit with purpose include the success of get-one-give-one brands like Warby Parker, and Etsy’s recent $300 million IPO, which made it the second (and largest) B Corp to go public. The success of alternative business forms will also depend, […]

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Perspective on El Paso—No Increased Risk for Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, May 31, 2015

For what we believe is the first time, the Delaware Chancery Court has held the general partner of a master limited partnership (MLP) liable to the MLP for the amount by which the court determined that the MLP had overpaid for assets purchased from its parent company in a typical “dropdown” transaction. Vice Chancellor Laster […]

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Shareholders Defeat Mandatory Deferral Proposal

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

Many large U.S. based multinational banking and financial services corporations have implemented executive compensation clawback policies that require the cancellation and forfeiture of unvested deferred cash awards or performance share unit awards. These policies typically condition the cancellation of deferred compensation if it is determined that an executive engaged in misconduct, including failure to supervise […]

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Shareholder Involvement in the Director Nomination Process

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

Proxy access is the corporate governance cause célèbre in the 2015 U.S. proxy season. There has been a concerted push on the part of institutional shareholders and others to convince companies to adopt proxy access, most commonly in the form of a trigger of 3% of outstanding voting shares held for 3 years. Shareholders have […]

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Financing Payouts

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

The established conventional wisdom in the finance literature is that firms rely on free cash flow to fund their payouts, whether these payouts are motivated by agency, signaling, or other considerations. In a popular finance textbook, Ross, Westfield, and Jaffe (2013) conclude that “a firm should begin making distributions when it generates sufficient internal cash […]

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Related Party Transactions—Lessons from the El Paso MLP Decision

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

In his recent decision in In Re: El Paso Pipeline Partners, L.P. Derivative Litigation [1], Vice Chancellor Laster awarded $171 million in damages to the limited partners of a master limited partnership (“MLP”) that had challenged the MLP’s acquisition of assets from a related party. The transaction at issue—a so-called “dropdown” of assets—involved the sale […]

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CEO Visibility: Are Media Stars Born or Made?

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

In our paper, CEO Visibility: Are Media Stars Born or Made?, which was recently made publicly available on SSRN, we investigate whether CEOs and/or their firms can use strategic disclosure to affect media coverage of the CEO. We predict that CEOs and/or firms can reduce journalists’ direct production costs via strategic “CEO promotion” in firm […]

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Lazard v. Qinetiq: Important Lessons for Structuring Earn-Outs

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

A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action “intended to reduce or limit an earn-out payment.” The court rejected the argument that buyer’s actions, which it likely knew would reduce the likelihood of an earn-out payment, met […]

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Are Companies Impermissibly Bundling Proposals for Shareholder Votes?

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

Recognizing that shareholders face a distorted set of choices when management “bundles” more than one separate item into the same proxy proposal, in 1992 the SEC enacted a pair of rules meant to protect shareholders from this practice. Bundling deprives shareholders of the right to convey their views on each separate matter being put to […]

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Fed Supervision: DC in the Driver’s Seat

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, May 25, 2015

On April 17th, the Board of Governors of the Federal Reserve System (“Fed”) issued a better-late-than-never Supervisory Letter, SR 15-7, describing its governance structure for supervising systemically important financial institutions under its so-called Large Institution Supervision Coordinating Committee (“LISCC”). [1] Though much of the structure has been in place for years, the Fed had not […]

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