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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Supporters of Transparency Should Work with the SEC, Not Take it to Court
In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. As reflected on the SEC’s webpage for comments filed on the petition, the SEC has now received more than 1.2 million comments on […]
Click here to read the complete postWinning a Proxy Fight—Lessons from the DuPont-Trian Vote
DuPont’s defeat of Trian Partners’ proxy fight to replace four DuPont directors is an important reminder that well-managed corporations executing clearly articulated strategies can still prevail against an activist, even when the major proxy advisory services (ISS and Glass-Lewis) support the activist. As with AOL’s success against Starboard Value, Agrium’s against JANA Partners, Forest Laboratories’ […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Proxy contests, Shareholder activism
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Delaware Supreme Court Affirms Protections of Exculpatory Provisions
The Delaware Supreme Court yesterday [May 14, 2015] unanimously held that a claim for damages against independent, disinterested directors of corporations with exculpatory charter provisions must be dismissed absent allegations of disloyalty or bad faith—even in controlling stockholder cases and no matter what standard of review governs the challenged transaction. In re Cornerstone Therapeutics Inc. […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions
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Commissioner Gallagher’s and Professor Grundfest’s Wrongful Attack on the Shareholder Rights Project
Earlier this month, at a University of Pennsylvania Law School’s Institute for Law & Economics Corporate Roundtable, Professor Joseph Grundfest presented to a audience of practitioners and academics the same accusations against Harvard and the Shareholder Rights Project (SRP) that he advanced in his paper (co-authored with soon-to-be departing SEC Commissioner Daniel Gallagher), “Did Harvard […]
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Posted in Academic Research
Tagged Corporate governance, Daniel Gallagher, Jonathan Macey, Joseph Grundfest, Shareholder proposals, Shareholder Rights Project, Staggered boards
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In re Kingate
The U.S. Court of Appeals for the Second Circuit, in In re Kingate Management Limited Litigation, recently made it significantly easier for plaintiffs in the Second Circuit and New York, Connecticut and Vermont state courts to bring class actions alleging violations of state law in litigation involving certain types of securities. By allowing these claims […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bernard Madoff, Class actions, New York, PSLRA, Securities fraud, Securities litigation, SLUSA, State law, U.S. federal courts
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Wham, Bam, Thank You Spam! Don’t Click on the Link!
It seems that just like in old times (in cyberspace that means last year) the existence of “snake-oil” salesmen on the Internet is getting worse, not better. Rather than selling something medicinal or at the very least useful, these snake-oil salesmen of today have one intent only: to steal your personal information or worse, to […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Risk, Risk management
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DOL Re-Proposed Expanded “Investment Advice” Rule
On April 14, 2015, the Department of Labor (“DOL”) proposed a regulation (the “Proposed Regulation”) defining the circumstances in which a person will be treated as a fiduciary under both the Employee Retirement Income Security Act of 1974 (“ERISA”) and Section 4975 of the Internal Revenue Code (the “Code”) by reason of providing investment advice […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Employees, ERISA, Fiduciary duties, Institutional Investors, Investment advisers, Pension funds, Retirement plans
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Proposed Rules for US and Non-US Person’s Security-Based Swaps Dealing
During the financial crisis, the world witnessed how financial contracts known as swaps played a key role in creating a global financial hurricane. These financial contracts tied together the destinies of seemingly unrelated financial firms. The threat of a daisy chain of failures drove bailouts to companies no one dreamed would ever be risky. What’s […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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Optimizing Our Equity Market Structure
I am pleased to welcome everyone to the inaugural meeting of the Equity Market Structure Advisory Committee. Maintaining and enhancing the high quality of the U.S. equity markets is one of the SEC’s most important responsibilities. This Committee’s work is an important part of that and will be of great assistance to the Commission as […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Broker-dealers, Capital markets, Dark pools, High-frequency trading, Investor protection, Regulation NMS, SEC rulemaking, Transparency
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Making Our Equity Markets Work Better for Investors
It is well known that the Commission needs to undertake a holistic review of our current equity market structure. In fact, the Commission has formed an advisory committee to assist that review. In furtherance of that process, the following is intended to focus on certain issues that any serious review should consider—such as the various […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Broker-dealers, Capital markets, Conflicts of interest, Dark pools, High-frequency trading, Investor protection, Liquidity, Regulation NMS, SEC, SEC rulemaking, Securities regulation, Transparency
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