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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
Berkeley Transactional Practice Survey
It is hard to gainsay the observation that business law practice has evolved significantly over the last three decades. Fields as distinct as corporate, securities and mergers and acquisitions law have substantially merged with a host of traditional “business school” topics, such as accounting, finance, strategy, project management and risk analysis. Although some law schools […]
Click here to read the complete post2013 Delaware Decisions and What They Mean For 2014
Delaware’s Leading Role in Business and Business Litigation Delaware has long been known as the corporate capital of the world. It is the state of incorporation for 64 percent of the Fortune 500 and more than half of all companies whose securities trade on the NYSE, Nasdaq and other exchanges. Its preeminence in business law […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, DGCL, Merger litigation, Securities litigation, Shareholder suits, U.S. federal courts
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Majority Voting Finally Arrives in Canada
Thursday February 13, 2014 was an important day for shareholder democracy in Canada. We know that athletes train many years in order to reach the Olympics, but the Canadian Coalition for Good Governance (CCGG) also has worked publicly and behind the scenes for many years to bring majority voting to Canada. Finally, last week the […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Canada, Canadian Coalition for Good Governance, International governance, Majority voting, Shareholder elections, Shareholder rights
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The Foundations of Corporate Social Responsibility
A fundamental issue in business and economics is the sustainability—and not merely the growth—of economic development, which crucially hinges on the socially responsible operational and investment behavior of modern corporations (Porter, 1991). There is a widespread recognition, as well as growing empirical evidence, that corporate social responsibility (CSR) can substantially contribute to social progress and […]
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Posted in Academic Research, Corporate Social Responsibility, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, Environmental disclosure, Governance institutions, Human rights, International governance, Legal systems, Sustainability
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Bleeders and Leaders: Redefining the 2014 M&A Banking Market
Many factors drive banks toward acquisitions, including increasing efficiency due to size, loan/deposit growth opportunities, or expansion of geographical footprints. However, one consideration is always dominant—improving return on investment, or ROI. Whether short, intermediate, or long-term, ROI is the most critical factor in the M&A decision. Prior to the recession, bank M&A had settled into […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Banks, Capital requirements, Financial regulation, Strategic buyers, Stress tests, Target firms
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Merger Negotiations with Stock Market Feedback
In our paper, Merger Negotiations with Stock Market Feedback, forthcoming in the Journal of Finance, we investigate whether pre-bid target stock price runups increase bidder takeover costs—an issue of first-order importance for the efficiency of the takeover mechanism. We base our predictions on a simple model with rational market participants and synergistic takeovers. Takeover signals (rumors) received […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Information environment, Market efficiency, Market reaction, Offer pricing, Signaling, Takeovers
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SEC Investigations and Enforcement Related to Financial Reporting and Accounting
“One of our goals is to see that the SEC’s enforcement program is—and is perceived to be—everywhere, pursuing all types of violations of our federal securities laws, big and small.” — Mary Jo White, Chair of the SEC, October 9, 2013 “In the end, our view is that we will not know whether there has […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting standards, Audits, Compliance & ethics, Disclosure, Financial reporting, SEC, SEC enforcement, SEC investigations, Securities fraud, Wells notice
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Governance Priorities for 2014
As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board communication, Board composition, Boards of Directors, Executive Compensation, Firm performance, Institutional Investors, ISS, Management, Proxy advisors, Proxy season, Say on pay, Shareholder activism, Shareholder voting
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Sealing the Deal
In many jurisdictions, a statute of limitations may not be extended by contract. [1] Delaware follows this rule, so its three-year statute of limitations for contract claims generally may not be extended. [2] Moreover, under Delaware’s borrowing statute, contract claims arising outside of Delaware but litigated in a Delaware court are subject to the shorter […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Choice of Law, Contracts, Delaware law, Forum selection, Statute of limitations
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