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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
ISS, Share Authorizations, and New Data Verification Process
Publicly traded companies are required by the SEC and the stock exchanges to obtain shareholder approval when such companies seek to implement a new long‐term equity plan or increase the share reserve pursuant to such plans. Companies comply with this requirement by seeking shareholder approval through the annual proxy process. Institutional Shareholder Services (ISS), the […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder value
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Proxy Access Proposals for the 2015 Proxy Season
A number of U.S. companies have recently received “proxy access” shareholder proposals submitted under SEC Rule 14a-8. Many of the recipients have been targeted under the New York City Comptroller’s new “2015 Boardroom Accountability Project,” which is seeking to install proxy access at 75 U.S. publicly traded companies reflecting diverse industries and market capitalizations. Underlying […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Director nominations, Proxy access, Rule 14a-8, Shareholder voting
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Delaware Court Dismisses Action Against Seller’s Directors and Financial Advisor
On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a controlling stockholder, and (ii) the controlling stockholder’s actions trigger “entire fairness” review of a challenged merger. The court also rejected criticisms […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Financial advisers, Merger litigation, Mergers & acquisitions
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The Corporation in Society
On Monday, at the invitation of Professor Lucian Bebchuk, it was my privilege to conduct a discussion on the role of the corporation in society in his Harvard Law School course. Here are the charts I used to stimulate the discussion (see attachment). These led to a thought-provoking debate on some crucial issues that are being […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate forms, Corporate governance
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Dealing With Activist Hedge Funds
This year has seen a continuance of the high and increasing level of activist campaigns experienced during the last 14 years, from 27 in 2000 to nearly 250 to date in 2014, in addition to numerous undisclosed behind-the-scenes situations. Today, regardless of industry, no company can consider itself immune from potential activism. Indeed, no company […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Shareholder activism
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The Institutions of Federal Reserve Independence
On December 23, 2013, the Federal Reserve System celebrated its centennial. Over the course of that century, the Fed has become one of the most important governmental agencies in the history of the American republic, a transformation one scholar has labeled “the most remarkable bureaucratic metamorphosis in American history.” Its policies influence nearly every aspect […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Central banking, Federal Reserve, Financial regulation, Legal systems
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Federal Court Decision Undermines Legality of Valeant/Pershing Square Bid
A federal district court today ruled that serious questions existed as to the legality of Pershing Square’s ploy to finance Valeant’s hostile bid for Allergan. Allergan v. Valeant Pharmaceuticals Int’l, Inc., Case No. SACV-1214 DOC (C.D. Cal. November 4, 2014). As we wrote about in April, Pershing Square and Valeant hatched a plan early this […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Hedge funds, Hostile takeover, Insider trading, Mergers & acquisitions, Pershing Square, Securities litigation, Shareholder activism, Takeovers, U.S. federal courts
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The Risky Business of Cybersecurity
The national and economic security of the United States depends on the reliable functioning of critical infrastructure. Cybersecurity threats exploit the increased complexity and connectivity of critical infrastructure systems, placing the Nation’s security, economy, and public safety and health at risk. Similar to financial and reputational risk, cybersecurity risk affects a company’s bottom line. It […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Risk assessment, Risk management, Risk oversight
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Creeping Acquisitions in Europe
Creeping acquisitions—surreptitious grabs of a public company’s control without the prior launch of a formal tender offer—had long been considered a thing from the past in corporate America: poison pills kept this acquisition technique at bay. After Sotheby’s, Allergan and similar “wolf pack”-styled hedge fund activists’ campaigns, some fear creeping acquisitions might be back. Other […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Control rights, Europe, International governance, Mergers & acquisitions, Takeovers
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Delaware Court Holds M&A Financial Advisor Liable For $76 Million
On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp. Stockholders Litigation, Vice Chancellor Laster found RBC Capital Markets, LLC liable for aiding and abetting the board’s breach […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Financial advisers, Merger litigation, Mergers & acquisitions, Shareholder suits
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