Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Statement by Commissioner Roisman on Proposed Amendments Related to Proxy Voting Advice

Over the past several years, much has been said about what the rise in fund ownership throughout our equity markets might mean for our economy. But one outcome of increasing fund growth is clear: as funds come to own an ever larger percentage of U.S. corporate equities, they can influence the outcome of a variety […]

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Weekly Roundup: November 12-18, 2021

M&A/PE Update Posted by Gail Weinstein, Philip Richter, and Steven J. Steinman, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, November 12, 2021 Tags: Antitrust, Appraisal rights, Delaware cases, Delaware law, FTC, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Termination Optimizing The World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead Posted by Lawrence A. Hamermesh (University of Pennsylvania), Jack B. Jacobs […]

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Statement by Commissioner Crenshaw on Universal Proxy

Congratulations to the rulemaking team from the Division of Corporation Finance, as well as the staff within the Division of Economic and Risk Analysis and the Office of the General Counsel. This rulemaking has been several years in the making, and I am glad that we are here today to finalize it. The reality of […]

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Statement by Commissioner Peirce on Universal Proxy

I support universal proxy, but not today’s version of universal proxy. Shareholders voting by proxy should be able to split their vote among company and dissident nominees. Allowing shareholders a straightforward way of choosing a mixed slate through a universal proxy card can facilitate sensible changes to board composition. Universal proxy makes sense for both […]

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Statement by Commissioner Lee on Proposed Amendments Related to Proxy Voting Advice

Proxy advisors play a unique and important role in helping shareholders vote to protect their investments and ensure their interests are being served. It is therefore important that our rules do not interfere with the independence of proxy voting advice, introduce unnecessary cost and complexity into an already compressed proxy voting process, or otherwise burden […]

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Remarks by Commissioner Crenshaw Remarks at the PepsiCo-PwC CPE Conference

Thank you for the kind introduction Kevin [Gould]. It’s a pleasure to be here today at the annual PepsiCo-PwC CPE conference, which I understand is a tradition going back 18 years now. I appreciate the opportunity to speak, and I look forward to answering your questions today. It’s not often—even in this job—that I find […]

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The Rescue of Fannie Mae and Freddie Mac–Module F: Federal Reserve’s Large-Scale Asset Purchase (LSAP)

In the Fall of 2008, the bursting of the US housing market and the subprime mortgage crisis that it spurred had sent shock waves throughout the financial system. For over a year, the Federal Reserve had been responding to tensions in the credit markets. Many markets had all but frozen in the wake of the […]

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Stockholder Nominees Barred For Noncompliance With “Clear Day” Advance Notice Bylaw

In Rosenbaum v. CytoDyn Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Slights, upheld a board’s decision to exclude stockholder nominees from being considered at CytoDyn’s annual meeting based on deficiencies in the stockholders’ notice required by the company’s advance notice bylaw. The court found that the board had not engaged in any manipulative […]

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Elizabeth Holmes and The Mythology of Silicon Valley

The Theranos criminal trial is underway. Our task is not to predict its outcome or to pass judgment on Elizabeth Holmes. That is for the jury. Rather, we write to challenge what is fast becoming conventional wisdom: that Theranos is a reflection of systemic flaws in Silicon Valley and the tech industry. We dissent. Here […]

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Hearing on Board Gender Diversity Statute

On October 19, a federal district court judge held a hearing on a motion for a preliminary injunction in Meland v. Weber, a case challenging SB 826, California’s board gender diversity statute, on the basis that it is unconstitutional under the equal protection provisions of the 14th Amendment. The judge had previously dismissed the case […]

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