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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
Powerful Independent Directors
In our recent NBER working paper, Powerful Independent Directors, we find that independent directors who are powerful elevate shareholder wealth—in part at least by preventing value-destroying decisions such as economically unsound merger bids and excessive free cash flow retention, by meaningfully linking CEO pay to firm performance, and by forcing out underperforming CEOs. Independent directors […]
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Posted in Academic Research, Boards of Directors
Tagged Behavioral finance, Board independence, Boards of Directors, Compliance & ethics, Corporate culture, Management, Shareholder value, Social networks
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Canadian Court Takes Hybrid Approach to Poison Pill
On May 2, 2014, the British Columbia Securities Commission (the “BCSC”) determined to allow the shareholder rights plan of Augusta Resource Corporation (“Augusta”) to remain in effect for at least 156 days after the announcement of the unsolicited offer by HudBay Minerals Inc. (“HudBay”) to acquire the shares of Augusta. The BCSC order was issued […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Canada, Davies, Hostile takeover, International governance, Poison pills, Securities regulation
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Court of Appeals Invalidates Part of SEC’s Conflict Minerals Rule
On April 14, 2014, in National Association of Manufacturers v. Securities and Exchange Commission, the United States Court of Appeals for the District of Columbia Circuit partially invalidated the final rule of the Securities and Exchange Commission (“SEC”) requiring public companies to investigate and disclose the origin of certain minerals found in the war-ridden Congo […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Practitioner Publications, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Exchange Act, Reporting regulation, SEC, Securities regulation, U.S. federal courts
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Important Decisions regarding Morrison and Extraterritoriality
On May 6, 2014, the United States Court of Appeals for the Second Circuit issued the following decision in the City of Pontiac Policemen’s & Firemen’s Ret. Sys. et al. v. UBS AG et al., No. 12-4355 (2d Cir. May 6, 2014). The decision is one of first impression in the Second Circuit with respect […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cross-border transactions, Delaware cases, Delaware law, Extraterritoriality, Morrison v. National Australia Bank Ltd., Section 10(b), Securities litigation, U.S. federal courts
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Who’s Responsible for the Walmart Mexico Scandal?
The Walmart bribery scandal is one of the most closely-watched cases of alleged malfeasance by a global company. It broke into the open in April, 2012, when the New York Times published a lengthy investigative piece alleging Walmart bribery in a Mexican subsidiary and a cover-up in its Bentonville, Arkansas, global headquarters. The piece, which […]
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Posted in Boards of Directors, Corporate Social Responsibility, International Corporate Governance & Regulation, Op-Eds & Opinions
Tagged Accountability, Boards of Directors, Compliance & ethics, FCPA, Internal control, Management, Mexico, Wal-Mart, Whistleblowers
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Shareholder Governance through Disclosure
Index fund sponsors today oversee about 18% of all mutual fund and ETF assets (or $2.3 trillion), but their ability to govern is hampered by a pressing need to keep expense ratios low (ICI, 2013). Thus traditional governance channels, such as evaluating and guiding project selection by managers (intervention), are foreclosed to them. Neither can […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Agency costs, Blockholders, Disclosure, Institutional Investors, Management, Mutual funds
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CII Urges SEC to Require Disclosure of Third-Party Director Compensation
As we have previously written, special compensation arrangements between public company directors and third parties, such as activist hedge funds or other nominating shareholders, pose serious threats to the integrity of boardroom decision-making and have been sharply criticized by commentators and many institutional shareholders. The Council of Institutional Investors (CII), which has previously declared that […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Council of Institutional Investors, Director compensation, Disclosure, Proxy contests, Proxy disclosure, Securities regulation, Shareholder activism, Shareholder nominations
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Delaware Court Endorses “Fee-Shifting” Bylaw
On May 8, 2014, the Delaware Supreme Court provided an en banc answer to a certified question of law from the U.S. District Court for the District of Delaware captioned ATP Tour, Inc. v. Deutscher Tennis Bund, concluding that fee-shifting provisions in the bylaws of a Delaware corporation are facially valid under Delaware law and […]
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Posted in Court Cases, Practitioner Publications
Tagged Attorneys' fees, Charter & bylaws, Corporate disputes, Delaware cases, Delaware law
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