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HLS Faculty & Senior Fellows
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
Lazard v. Qinetiq: Important Lessons for Structuring Earn-Outs
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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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Corporate disputes, Covenants, Delaware cases, Delaware law, Duty of good faith, Earnouts, Merger litigation, Mergers & acquisitions
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Are Companies Impermissibly Bundling Proposals for Shareholder Votes?
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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Posted in Academic Research, Corporate Elections & Voting, Securities Regulation
Tagged Bundling, Proxy voting, SEC rulemaking, Securities regulation, Shareholder rights, Shareholder voting
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Fed Supervision: DC in the Driver’s Seat
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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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Federal Reserve, Financial institutions, Financial regulation, SIFIs, Systemic risk
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Guiding Principles of Good Governance
The Global Network of Director Institutes (GNDI), the international network of director institutes, has issued a new perspectives paper to guide boards in looking at governance beyond legislative mandates. The Guiding Principles of Good Governance were developed by GNDI as part of its commitment to provide leadership on governance issues for directors of all organisations […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board independence, Board leadership, Boards of Directors, Corporate governance, Governance standards, International governance
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Dealing with Director Compensation
Due to a recent Delaware Chancery Court ruling, the topic of director compensation currently is facing an uncharacteristic turn in the spotlight. Though it receives relatively little attention compared to its higher-profile cousin—executive compensation—director compensation can be a difficult issue for boards if not handled thoughtfully. Determining the appropriate form and amount of compensation for […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board leadership, Boards of Directors, Compensation committees, Compensation consultants, Conflicts of interest, Delaware cases, Delaware law, Director compensation, Equity-based compensation, Fairness review, Fiduciary duties, Peer groups, Shareholder suits, Special committees
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Delaware Court: Compensation Awards to Directors Subject to Entire Fairness
In Calma v. Templeton, the plaintiff alleged that a board of directors breached their fiduciary duties in awarding themselves restricted stock units (RSUs) pursuant to a stockholder-approved equity incentive compensation plan. The Court of Chancery held on a motion to dismiss that (i) the directors were interested in the award of the RSUs, and (ii) […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Derivative suits, Equity-based compensation, Fairness review, Fiduciary duties
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Human Rights Through A Corporate Governance Lens
Human rights [1] are attracting increasing attention from a corporate governance perspective as a dimension of both business ethics and enterprise risk management for companies. Indeed, the ethical and risk dimensions are in many ways intertwined, insofar as ethical lapses or inattention to human rights practices by companies may not only breach the human rights […]
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Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Compliance & ethics, Corporate governance, Corporate Social Responsibility, Due diligence, Environmental disclosure, Human rights, Institutional Investors, OECD, Public perception, Reputation
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Modernizing and Enhancing Investment Company and Investment Adviser Reporting
Good morning, everyone. This is an open meeting of the Securities and Exchange Commission on May 20, 2015 under the Government in the Sunshine Act. The Commission today will consider two recommendations of the staff to modernize and augment the information reported by both registered investment companies, which include mutual funds and ETFs, and investment […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Investment advisers, Investor protection, Reporting regulation, Risk oversight, SEC, SEC rulemaking, Transparency
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Effective Regulatory Oversight and Investor Protection Requires Better Information
It is said that, “knowledge is power.” Knowledge, however, requires information. And there is no doubt we live in an age of information. The advent of the Internet and the breathtaking technological advances we have witnessed over the last few decades have given us access to more information than at any time in history. The […]
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Posted in Accounting & Disclosure, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Investment advisers, Investment Company Act, Investor protection, Reporting regulation, Risk oversight, SEC, SEC rulemaking, Securities regulation, Transparency
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The Importance of Merger Price and Process in Delaware Appraisal Actions
On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal rights. See Merlin Partners LP v. AutoInfo, Inc., Slip. Op. Apr. 30, 2015, Case No. 8509-VCN (Del. Ch. Apr. 30, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder suits
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