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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
More than 300 Research Papers Have Applied the Entrenchment Index of Bebchuk, Cohen and Ferrell (2009)
As of May 2015, more than 300 research studies have applied the Entrenchment Index put forward in a study published by Lucian Bebchuk, Alma Cohen and Allen Ferrell, What Matters in Corporate Governance. The papers using the Entrenchment Index, including many papers in leading journals in law, economics and finance, are listed here. The Bebchuk-Cohen-Ferrell […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Corporate governance, Entrenchment, Firm valuation, Governance indices, IRRC Institute
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DuPont’s Victory in the Proxy Fight with Trian
On May 13, 2015, E. I. du Pont de Nemours and Company, a major chemical company with a market cap of approximately $68 billion, defeated a proxy campaign run by Trian Fund Management, L.P., the activist fund led by Nelson Peltz that owns approximately 2.7% of DuPont. Trian was seeking four seats on DuPont’s board […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Proxy contests, Proxy voting, Shareholder activism, Shareholder voting
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Delaware Court Strengthens Protections for Independent Directors
The Delaware Supreme Court held last week that a plaintiff seeking monetary damages from an independent, disinterested director protected by an exculpatory charter provision must specifically plead a non-exculpated claim against the director to survive a motion to dismiss. [1] This rule applies regardless of the standard of review applied to the board’s conduct in […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Charter & bylaws, Controlling shareholders, Delaware cases, Delaware law, DGCL, Fiduciary duties, Merger litigation, Mergers & acquisitions, Special committees
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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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