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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Delaware Court of Chancery Revisits Creditor Derivative Standing
In a significant decision, the Delaware Court of Chancery has rejected several proposed limitations on the ability of creditors to maintain derivative suits following a corporation’s insolvency. In doing so, however, the Court reaffirmed the deference owed to a board’s decisions, regardless of the company’s financial condition, and the high hurdles faced by creditors in […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Debtor-creditor law, Delaware cases, Delaware law, Derivative suits, Distressed companies, Fiduciary duties, Gheewalla
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“Exclusive Forum” Bylaws Fast Becoming an Item in M&A Deals
The Delaware Court of Chancery’s endorsement of exclusive forum bylaws—bylaw provisions establishing that certain types of lawsuits relating to internal corporate governance matters may only be pursued in a designated forum—has led to the extensive use of these bylaws as a way to manage the litigation that commonly accompanies public mergers and similar transactions. In […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Forum selection, Merger litigation, Mergers & acquisitions
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Corporations and the 99%: Team Production Revisited
“We Are the 99%” is a political slogan used by the Occupy Wall Street movement, referring to the prevailing wealth and income inequality, and claiming a divergence of corporate America from the public. The article explores the interaction between the general public and the public corporation, and its legal manifestation. Stakeholder theory portrays the corporation […]
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Posted in Academic Research, Corporate Social Responsibility, Institutional Investors
Tagged Accountability, Corporate Social Responsibility, Institutional Investors, Social contract, Sustainability
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Shareholder Activism: Are You Prepared to Respond?
Activist investors are increasing in number and becoming more assertive in exercising their influence over companies in which they have a stake. Shareholder activism comes in different forms, ranging from say-on-pay votes, to shareholder proposals, to “vote no” campaigns (where some investors will urge other shareholders to withhold votes from one or more directors), to […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Hedge funds, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Withhold votes
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Increased Risk for Preferred Stockholders in Ensuring Mandatory Redemptions
The Delaware Chancery Court’s holding in TCV v. TradingScreen (Feb. 26, 2015; redacted March 27, 2015) has increased the risk for preferred stockholders in their being able to exit their investments under mandatory redemption provisions. The decision is on interlocutory appeal to the Delaware Supreme Court. The Chancery Court held that a corporation’s ability to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, Repurchases, Securities litigation
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SEC Responds to FAQs on 2014 Money Market Reform Release
On April 22, 2015, the Securities and Exchange Commission (“SEC”) staff released guidance (available here), titled “2014 Money Market Fund Reform Frequently Asked Questions,” that discusses various interpretive issues arising from the SEC’s 2014 Money Market Fund Reform release (the “2014 Reform Release”). On April 23, 2015, the SEC staff released additional guidance (available here), […]
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Posted in Boards of Directors, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Fair values, Institutional Investors, Money market funds, SEC, SEC rulemaking, Securities regulation
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Latest CD&A Template Offers Best Practices, Is Win-Win for Issuers, Investors
To help companies produce a more clear and concise executive compensation report that attends to the needs of both companies and investors, CFA Institute has released an updated Compensation Discussion & Analysis (CD&A) Template. It is an update of the 2011 template of the same name and aims to help companies draft CD&As that serve […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged CD&A, Compensation disclosure, Disclosure, Executive Compensation, Pay for performance, Proxy disclosure, Proxy materials
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Focusing on Dealer Conduct in the Derivatives Market
The financial crisis of 2008 demonstrated the devastating effects of a derivatives marketplace that, left unchecked, seriously damaged the world economy and caused significant losses to investors. As a result, Title VII of the Dodd-Frank Act tasked the SEC and the CFTC to establish a regulatory framework for the over-the-counter swaps market. In particular, the […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, OTC derivatives, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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