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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
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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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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