Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The Future of the Bidder-Activist Collaboration Model

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 1, 2014

On November 17, 2014, Allergan, Inc. announced a $66 billion merger agreement with Actavis plc, thwarting the pending $53 billion bid for Allergan by Valeant Pharmaceuticals International Inc. Valeant had teamed up with Pershing Square, a fund run by activist investor Bill Ackman, to facilitate an acquisition of Allergan by Valeant. Although the Valeant bid […]

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Short Selling Pressure, Stock Price Behavior, and Management Forecast Precision

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 1, 2014

Corporate executives pay considerable attention to secondary market prices and they have strong incentives to maintain or increase the level of their firms’ stock prices. The accounting literature has long recognized that managers can make strategic financial reporting or disclosure choices to influence stock prices. A large body of empirical research examines whether and how […]

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ESG Risks and Opportunities Facing Investee Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 30, 2014

As part of our active ownership process, State Street Global Advisors (“SSgA”) considers environmental, social and governance (“ESG”) matters while evaluating and engaging with investee companies. SSgA believes that ESG factors can impact the reputation of companies and can also create significant operational risks and costs to businesses. Conversely, well-developed corporate social responsibility (“CSR”) programs […]

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ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 29, 2014

Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis have both released updates to their respective proxy voting guidelines. [1] ISS’s revised policies will take effect for annual meetings occurring on or after February 1, 2015. Glass Lewis’s new policies will take effect for meetings occurring after January 1, 2015, while its clarifications of existing policies […]

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Global Banks at a Strategic Crossroad

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 28, 2014

In Q1 and early Q2 2014, SSgA actively engaged with 15 global banks ahead of the proxy voting season. These engagements were conducted jointly with members of SSgA’s investment and governance teams. Our engagement addressed specific governance issues at each bank and also encompassed a wider discussion on the changing regulatory landscape and its impact […]

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New York Appeals Court Applies Business Judgment Rule to Going Private Transaction

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 26, 2014

On November 20, 2014, the New York Appellate Division, First Department, in a case of first impression under New York law, ruled in favor of Kenneth Cole in a litigation where minority shareholders had challenged the fashion designer’s transaction to take private Kenneth Cole Productions, Inc. Mr. Cole controlled approximately 89% of KCP’s voting power […]

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Advantages of Board Actions on a “Clear Day”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 26, 2014

In its landmark 1971 Chris-Craft decision, the Delaware Supreme Court observed that “inequitable action does not become permissible simply because it is legally possible.” This quote aptly captures the two-stage inquiry that Delaware courts will apply when reviewing a challenged board action—first determining the legality of the action, and second appraising the equity, or fairness, […]

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Protecting the Technological Infrastructure of Our Capital Markets

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 25, 2014

Today [November 19, 2014], the Commission considers adopting Regulation Systems, Compliance, and Integrity (or Regulation SCI). These rules and amendments are intended to establish a foundational regulatory framework for the technological market infrastructure that has become increasingly intertwined with the functioning of our securities markets. The rules being considered for adoption today represent a clear […]

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Lawyers as Professionals and Citizens: Key Roles and Responsibilities in the 21st Century

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 25, 2014

We have written a detailed essay presenting practical vision of the responsibilities of lawyers as both professionals and as citizens at the beginning of the 21st century. Specifically, we seek to define and give content to four ethical responsibilities that we believe are of signal importance to lawyers in their fundamental roles as expert technicians, […]

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The Next Wave of Proxy Access Proposals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 24, 2014

The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom Accountability Project. [1] These 75 companies, representing a wide range of industries and market capitalizations, were targeted based on three […]

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