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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
Capital Unbound: Remarks at the Cato Summit on Financial Regulation
I am happy to be with you in New York City. When I have the opportunity to travel for meetings or to conferences such as this, I have fundamentally different conversations than when I am in Washington, D.C. In Washington, conversations frequently are scripted. Participants, who may be accompanied by trade association representatives and lawyers, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Compliance & ethics, Disclosure, Investor protection, Regulation D, Safe harbor, SEC, SEC rulemaking, Securities Act, Securities enforcement, Securities regulation
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Anticipating Proxy Put Litigation
In recent months, a number of companies have received stockholder demands or faced stockholder litigation attacking “proxy put” provisions in credit agreements—that is, provisions that allow a lender to put outstanding debt to the corporate borrower for immediate payment upon a change in board control, creating potential financial risk for the company. These “proxy put” […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Change in control, Continuing director, Debt contracts, Proxy contests
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Bipartisan Group of Former SEC Commissioners Support the Rulemaking Petition for Transparency in Corporate Political Spending
We are pleased to report that a bipartisan group of three distinguished former SEC Commissioners—former Chairman William Donaldson, former Chairman Arthur Levitt, and former Commissioner Bevis Longstreth—last week submitted to the SEC a letter urging the Commission to move forward with the rulemaking we proposed in our petition on corporate political spending. We are delighted […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Securities regulation, Shining Light on Corporate Political Spending, Transparency
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Dealing with Activist Hedge Funds
Today, regardless of industry, no company can consider itself immune from hedge fund activism. Indeed, no company is too large, too popular or too successful, and even companies that are respected industry leaders and have outperformed the market and peers have come under fire. Among the major companies that have been targeted are Amgen, Apple, […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Institutional Investors, Shareholder activism, Short-termism
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The Trend Towards Board Term Limits is Based on Faulty Logic
In the business world, experience is generally considered to be positive. When it comes to corporate directors, however, tenure is increasingly viewed with suspicion. Yet the trend towards board term limits is based on faulty logic and threatens performance. The movement towards director term limits is global. In France, directors are not considered independent if […]
Click here to read the complete post“No Pay” Provisions: The Forgotten Middle Ground In The Fee-Shifting Battle
If it becomes law, Delaware State Senate Bill 75 will prohibit Delaware stock corporations from adopting provisions in their bylaws or certificates of incorporation that would shift legal fees to the losing party in stockholder litigation. [1] The debate over these so-called “loser pays” provisions and the proposed legislation prohibiting them has generated controversy nationwide. […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Attorneys' fees, Charter & bylaws, Delaware law, Delaware legislation, DGCL, Shareholder suits
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Institutional Investing When Shareholders Are Not Supreme
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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Posted in Boards of Directors, Empirical Research, Institutional Investors
Tagged Alternative entities, Benefit corporation, Boards of Directors, Corporate forms, Fiduciary duties, Incorporations, Institutional Investors, Public benefit corporations, Public interest
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Shareholders Defeat Mandatory Deferral Proposal
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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Posted in Banking & Financial Institutions, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Clawbacks, Equity-based compensation, Executive Compensation, Financial institutions, Misconduct, Shareholder voting
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Shareholder Involvement in the Director Nomination Process
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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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Canada, Director nominations, Engagement, International governance, Proxy access, Proxy materials, Proxy season, Proxy voting, Shareholder communications, Shareholder nominations
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