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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
Introduction to the SDX Protocol
The Shareholder-Director Exchange (SDX™) [1] is a working group of leading independent directors and representatives from some of the largest and most influential long-term institutional investors. [2] SDX participants came together to discuss shareholder-director engagement and to use their collective experience to develop the SDX Protocol, a set of guidelines to provide a framework for […]
Click here to read the complete postSEC Staff Issues Further Guidance on the Proxy “Unbundling” Rule
The SEC’s Division of Corporation Finance recently released three Compliance and Disclosure Interpretations concerning the SEC’s so-called unbundling rule (Exchange Act Rule 14a-4(a)(3)), which requires proxies to identify clearly and impartially each “separate matter” intended to be acted upon. Nearly a year ago, in Greenlight Capital, L.P. v. Apple, Inc., a federal court enjoined Apple […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Bundling, Compliance and disclosure interpretation, Exchange Act, Materiality, Proxy disclosure, Proxy voting, Rule 14a-4, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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The Alcoa FCPA Settlement: Are We Entering Strict Liability Anti-Bribery Regime?
“This Order contains no findings that an officer, director or employee of Alcoa knowingly engaged in the bribe scheme.” There are several notable aspects of aluminum producer Alcoa, Inc.’s (“Alcoa”) recent FCPA settlement. The $384 million in penalties, forfeitures and disgorgement qualify as the fifth largest FCPA case to date. Further, it is remarkable that […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate liability, DOJ, FCPA, International governance, Liability standards, SEC, SEC enforcement
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Distracted Directors
In our paper, Distracted Directors: Does Board Busyness Hurt Shareholder Value?, which was recently accepted for publication in the Journal of Financial Economics, we examine the impact of independent director busyness on firm value in a setting that addresses a key challenge that the board of directors is an endogenously determined institution. A large number of publicly-traded […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board turnover, Boards of Directors, Firm performance, Interlocking boards, Management, Shareholder value, Shocks, Stock returns
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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 […]
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