-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Do Conservative Justices Favor Wall Street?
The appointment of Supreme Court justices is a politically-charged process and the “ideology” (or “judicial philosophy”) of the nominees is perceived as playing a potentially relevant role in their future decision-making. It is fairly easy to intuit that ideology somehow enters the analysis with respect to politically divisive issues such as abortion and procreative rights, […]
Click here to read the complete post
Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Decision-making, Securities litigation, Securities regulation, Supreme Court
Comments Off on Do Conservative Justices Favor Wall Street?
75% of 2014 Engagements Have Already Produced Agreements to Declassify
In a news alert released last week, the Shareholder Rights Project (SRP), working with SRP-represented investors, announced the high level of company responsiveness to engagements during the 2014 proxy season. In particular, as discussed in more detail below, major results obtained so far include the following: Following active engagement, about three-quarters of the S&P 500 […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
Comments Off on 75% of 2014 Engagements Have Already Produced Agreements to Declassify
Supreme Court Allows State-Law Securities Class Actions to Proceed
On February 26, 2014, the Supreme Court decided Chadbourne & Parke LLP v. Troice, 571 U.S. ___ (2014), ruling by a 7-2 vote that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) does not bar state-law securities class actions in which the plaintiffs allege that they purchased uncovered securities that the defendants misrepresented were […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Materiality, Securities fraud, Securities litigation, SLUSA, State law, Supreme Court
Comments Off on Supreme Court Allows State-Law Securities Class Actions to Proceed
Understanding the Failures of Market Discipline
Last week, James Kwak (UConn law professor, co-author of 13 Bankers and White House Burning, and blogger at the Baseline Scenario) provided a nice writeup of some of the key issues I identify in my paper, Understanding the Failures of Market Discipline, recently posted to SSRN. But I wanted to take a few words to […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Derivatives, Financial Crisis, Financial Regulation
Tagged Banks, Citigroup, Credit default swaps, Credit risk, Debt securities, Financial crisis, Financial institutions, Financial policies, Financial regulation, Merrill Lynch, Risk-taking
Comments Off on Understanding the Failures of Market Discipline
Toward a Constitutional Review of the Poison Pill: A Reply to Wachtell Lipton
We recently placed on SSRN a draft of a new paper, Toward a Constitutional Review of the Poison Pill, which will be published by the Columbia Law Review in the Fall of 2014. Last week, six senior partners of the law firm of Wachtell, Lipton, Rosen & Katz, including founding partner Martin Lipton, published a […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Poison pills, State antitakeover statutes, Takeover defenses, Takeovers, Tender offer, Williams Act
Comments Off on Toward a Constitutional Review of the Poison Pill: A Reply to Wachtell Lipton
Delaware Court Endorses Business Judgment Review in Controlling Stockholder Mergers
The Delaware Supreme Court today affirmed that a going-private transaction may be reviewed under the deferential business judgment rule when it is conditioned on the approval of both a well-functioning special committee and a majority of the minority stockholders. Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. Mar. 14, 2014). As described in our […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Going private, Special committees, U.S. federal courts
Comments Off on Delaware Court Endorses Business Judgment Review in Controlling Stockholder Mergers
SEC v. Contorinis: SEC gets Powerful New Tool—For Now
The Second Circuit Court of Appeals has broadened the Securities and Exchange Commission’s power to seek civil disgorgement of profits from insider trading violations even where an individual did not personally profit from the illegal trades. In its panel opinion in SEC v. Contorinis, decided on February 18, the Second Circuit upheld a trial court […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, Fund managers, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities fraud, U.S. federal courts
Comments Off on SEC v. Contorinis: SEC gets Powerful New Tool—For Now
Supreme Court Hears Arguments in Halliburton
On March 5, 2014, the U.S. Supreme Court heard oral argument in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, which presents whether to overrule or significantly limit plaintiffs’ ability to rely on the legal presumption that each would-be class member in a securities fraud class action relied on the statements challenged as […]
Click here to read the complete postFixing Merger Litigation
In the US, every M&A deal of any significant size generates litigation. The vast majority of these lawsuits settle, and the vast majority of these settlements are for non-pecuniary relief, most commonly supplemental disclosures in the merger proxy. The engine that drives this litigation is the concept of “corporate benefit.” Under judge-made law, litigation that […]
Click here to read the complete postA Response to Bebchuk and Jackson’s Toward a Constitutional Review of the Poison Pill
In a recent paper, Professors Lucian Bebchuk and Robert Jackson have extended Professor Bebchuk’s extreme and eccentric campaign against director-centric governance into a new realm—that of the Constitution of the United States. They claim that “serious questions” exist about the constitutionality of the poison pill—or, more precisely, “about the validity of the state-law rules that […]
Click here to read the complete post