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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
White House Releases NIST Cybersecurity Framework
On February 12, the White House released the widely anticipated Framework for Improving Critical Infrastructure Cybersecurity (“the Framework”). Developed pursuant to Executive Order 13636 (issued in February 2013), the Framework strongly encourages companies across the financial, communications, chemical, transportation, healthcare, energy, water, defense, food, agriculture, and other critical infrastructure sectors to implement and comply with […]
Click here to read the complete postSecurities Class Action Filings—2013 Year in Review
Plaintiffs filed 166 new federal securities class actions in 2013, a 9 percent increase over 2012, according to Securities Class Action Filings—2013 Year in Review, an annual report prepared by Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse. The 2013 filings, although boosted by a second-half surge, are still 13 percent below […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Halliburton, IPOs, Securities litigation
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Delaware Chancery Emphasizes Materiality as Key in Disclosure-Based M&A Settlements
Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and arguably routine) disclosures regarding the proposed transaction. Recent comments by the judges of the Delaware Court of Chancery, however, may suggest […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Class actions, Delaware cases, Delaware law, Disclosure, Materiality, Merger litigation, Pepper Hamilton, Settlements
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Do Mandatory ‘Auctions’ Increase Gains of Target Shareholders in M&A?
Several years ago, the Delaware Supreme Court held, in Revlon v. MacAndrews & Forbes Holdings, that when a “sale” or “break-up” of a company becomes “inevitable,” the duty of the board of directors is not to maintain the independence of the company or otherwise give priority to long-term considerations, but rather to obtain the highest […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Auctions, Bidders, Delaware cases, Delaware law, In re Revlon, Target firms
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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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