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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Top 5 Delaware Case Developments in 2013 for M&A Practitioners
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct impact on the M&A practice. Below are our Top 5 case law picks for M&A practitioners: 1. A new look […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Adverse effects, Business judgment rule, Delaware cases, Delaware law, Fairness review, Forum selection, Going private, In re Revlon, Materiality, Merger litigation
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Acquisition Financing 2014: the Year Behind and the Year Ahead
Following a robust 2012, the financing markets in 2013 continued their hot streak. Syndicated loan issuances topped $2.1 trillion, a new record in the United States. However, as in 2012, financing transactions in the early part of 2013 were devoted mostly to refinancings and debt maturity extensions rather than acquisitions. In fact, new money debt […]
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Posted in Banking & Financial Institutions, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Banks, Bonds, Corporate debt, Debt, Financing conditions, Leverage
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Jamie Dimon’s Pay Raise Sends Mixed Signals on Culture and Accountability
The JP Morgan Chase board of directors has vexed the world with its terse announcement in a recent 8-K filing that CEO Jamie Dimon would receive a big pay raise—$20 million in total pay for 2013, up from $11.5 million for 2012, a 74 percent increase. Not surprisingly, the news sparked strong reactions, from indignant […]
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Posted in Banking & Financial Institutions, Boards of Directors, Executive Compensation, Op-Eds & Opinions
Tagged Accountability, Boards of Directors, Compensation disclosure, Compliance & ethics, Executive Compensation, Executive performance, Firm performance, JPMorgan, Risk management
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Governance Practices for IPO Companies: A Davis Polk Survey
Amid the recent uptick in U.S. IPO transactions to levels not seen since the heady days of 1999 and 2000, Davis Polk’s pipeline of deals remains robust, leading us to believe that strength in the U.S. IPO market will continue in the near future. With ongoing pressure on companies that are past the IPO stage […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, General governance, IPOs, Public firms, Shareholder voting, Surveys
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Interim Final Rule Exempts Some CDOs from Volker Rule Restrictions
Earlier this evening [January 14, 2014], the Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency (the “OCC”), Federal Deposit Insurance Corporation (such three agencies together, the “Banking Agencies”), Securities and Exchange Commission, and Commodity Futures Trading Commission (the “CFTC” and, collectively, the “Agencies”) issued an interim final rule […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CDOs, CFTC, Debt securities, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, OCC, Proprietary trading, SEC, SEC rulemaking, Securities regulation, Volcker Rule
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The Role of Social Enterprise and Hybrid Organizations
In my paper, The Role of Social Enterprise and Hybrid Organizations, which was recently made available on SSRN, I advance a theory of hybrid organizations that combine profit-seeking and social missions. Recent years have brought remarkable growth in hybrid organizations, including firms that pursue corporate social responsibility (“CSR”) policies, socially responsible investment firms, and environmentally-friendly […]
Click here to read the complete postPractice Tips for M&A Practitioners for 2014
Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements. Disclaimers of Reliance and Accuracy Clauses Likely Do Not Bar Fraud Claims The Delaware courts have had several opportunities to examine a range of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorney-client privilege, Contracts, Delaware cases, Delaware law, DGCL, Duty of good faith, Fiduciary duties, Indemnification, Merger litigation
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Selected Issues for Boards of Directors in 2014
Over the past year, boards of directors continued to face increasing scrutiny from shareholders and regulators, and the consequences of failures became more serious in terms of regulatory enforcement, shareholder litigation and market reaction. We expect these trends to continue in 2014, and proactive board oversight and involvement will remain crucial in this challenging environment. […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Audits, Board communication, Boards of Directors, Executive Compensation, Forum selection, Management, Proxy advisors, Risk management, Shareholder activism, Taxation
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Cost-Benefit Analysis of Financial Regulation: Case Studies and Implications
The 2010 Dodd-Frank Act mandated over 200 new rules, bringing renewed attention to the use of cost-benefit analysis (CBA) in financial regulation. CBA proponents and industry advocates have criticized the independent financial regulatory agencies for failing to base the new rules on CBA, and many have sought to mandate judicial review of quantified CBA (examples […]
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Posted in Academic Research, Financial Regulation, HLS Research, Securities Regulation
Tagged Basel Committee, CFTC, Consumer protection, Cost-benefit analysis, Dodd-Frank Act, Financial regulation, Mutual funds, SEC, Securities regulation, Volcker Rule
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Ten Changes to Expect from the SEC’s New Enforcement Program
Investors, borrowers, financial institutions, and the economy were not the only casualties of the financial crisis. Regulators were casualties too, and the SEC was one of the hardest hit. Two Harris Polls—one conducted in 2007 before the financial crisis and the other in 2009 after much of the damage had been done—tell the story. Between […]
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Posted in Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement
Tagged Financial crisis, Investor protection, Misconduct, Public interest, SEC, SEC enforcement, SEC investigations, Securities enforcement
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