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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
There Is Something Special about Large Investors
It has been argued that the best private equity partnerships do not increase fund size or fees to market-clearing levels. Instead they have rationed access to their funds to favor their most prestigious investors (e.g. Ivy League university endowments). Further, industry observers (e.g. Swensen (2000)) have often argued that endowments are better equipped to assess […]
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Posted in Academic Research, Institutional Investors, Private Equity
Tagged Endowments, Institutional Investors, Pension funds, Private equity
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SEC Upholds Rule 14a-8’s One-Year Holding Period for Newly-Public Company
On March 10, 2014, in a no-action letter to SeaWorld Entertainment, Inc. (the “Company”), the Securities and Exchange Commission (“SEC”) signaled its position that shareholders seeking to submit proposals for inclusion in the proxy materials of newly-public companies are not exempt from the requirement in Rule 14a-8(b)(1) that proponents must hold the requisite amount of […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Spin-Off Guide
A spin-off involves the separation of a company’s businesses through the creation of one or more separate, publicly traded companies. Spin-offs have been popular because many investors, boards and managers believe that certain businesses may command higher valuations if owned and managed separately, rather than as part of the same enterprise. An added benefit is […]
Click here to read the complete postCorporate Scandals and Household Stock Market Participation
Corporate scandals have large negative effects on the value of the firms that are discovered having committed fraud (Karpoff, Lee, and Martin, 2008; Dyck, Morse, and Zingales, 2013). Besides inflicting direct losses to shareholders, corporate fraud may also have indirect effects on households’ willingness to participate in the stock market, which may generate even larger […]
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Posted in Academic Research
Tagged Compliance & ethics, Corporate crime, Corporate fraud, Market reaction, Misconduct
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Activist Abuses Require SEC Action on Section 13(d) Reporting
Three years ago we petitioned the SEC to modernize the beneficial ownership reporting rules under Section 13(d) of the Securities Exchange Act of 1934 (see our rulemaking petition, our memos of March 7, 2011, April 15, 2011, March 3, 2008 and our article in the Harvard Business Law Review). Since we filed our petition, activist […]
Click here to read the complete postExcess Risk Taking and Competition for Managerial Talent
Excessive risk-taking by financial institutions and overly generous executive pay are widely regarded as key factors in the 2007-09 crisis. In particular, it has become commonplace to blame banks and securities companies for compensation packages that reward managers (and more generally, other risk-takers such as traders and salesmen) generously for making investments with high returns […]
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Posted in Academic Research, Banking & Financial Institutions, Executive Compensation
Tagged Executive Compensation, Executive turnover, Financial institutions, Labor markets, Management, Risk-taking, Short-termism
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Court Finds Financial Advisor Liable for Aiding and Abetting Fiduciary Duty Breaches
On March 7, 2014, Vice Chancellor Travis Laster of the Delaware Court of Chancery found a financial advisor liable for aiding and abetting breaches of fiduciary duties by the board of Rural/Metro Corporation in connection with the company’s 2011 sale to an affiliate of Warburg Pincus LLC. In its 91-page, post-trial opinion, the Court concluded […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Financial advisers, Merger litigation, Special committees
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Forum Selection Clauses in the “Foreign” Court
It is now clear that, for Delaware companies, a charter or by-law forum selection clause (FSC) is a valid and promising response to the problems posed by multi-jurisdictional disputes involving claims based upon internal corporate affairs (such as M&A litigation and derivative actions). Three recent rulings by “foreign” courts—courts located outside of the forum selected […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware law, Forum selection, Jurisdiction, Merger litigation
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Too-Big-To-Fail Banks Not Guilty As Not Charged
In the paper, Breaking Bad? Too-Big-To-Fail Banks Not Guilty As Not Charged, forthcoming in the Washington University Law Review, Vol. 91, No. 4, 2014, I focus on the benefits that the largest financial institutions receive because they are too-big-to-fail. Since the 2008 financial crisis, rating agencies, regulators, global organizations, and academics have argued that large […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Accountability, Banks, Compliance & ethics, Corporate crime, Deferred prosecution agreements, Dodd-Frank Act, DOJ, Financial institutions, Financial policies, Financial regulation, Too big to fail
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Shareholder Activism in the M&A Context
With M&A activity expected to increase in 2014, shareholder activism is an important factor to be considered in the planning, negotiation, and consummation of corporate transactions. In 2013, a year of relatively low deal activity, it became clear that activism in the M&A context was growing in scope and ambition. Last year activists were often […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Buyouts, Delaware law, Firm valuation, Hedge funds, Merger litigation, Offer pricing, Shareholder activism, Shareholder suits
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