-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
2013 Annual Corporate Governance Review
For many years, the proactive engagement of shareholders on corporate governance matters has been limited to just a handful of companies. However, over the past few years companies have shown a greater willingness to engage, particularly after the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) made advisory votes on executive compensation (commonly referred […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Georgeson, Hedge funds, Institutional Investors, Majority voting, Proxy access, Proxy contests, Proxy season, Say on pay, Shareholder activism, Shareholder voting
Comments Off on 2013 Annual Corporate Governance Review
The Autonomous Board
“Can we end the long tradition of the boardroom as a sealed chamber…? Can we move toward more transparency about the boardroom process…?” —Leon Panetta [1] Companies preparing for their annual shareholder meetings in 2014 should be aware of a new governance challenge: opposition to the election of individual directors is becoming a strategy of […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Accountability, Board communication, Board dynamics, Board evaluation, Board independence, Board meetings, Boards of Directors, Proxy voting, Shareholder communications, Shareholder voting, Sodali, Transparency
Comments Off on The Autonomous Board
FINRA Issues Report on Broker-Dealer Conflicts of Interest
On October 14, 2013, FINRA issued a Report on Conflicts of Interest. The report summarizes FINRA’s observations following an initiative, launched in July 2012, to review conflict management policies and procedures at a number of broker-dealer firms. The report focuses on approaches to identifying and managing conflicts of interest in three broad areas: enterprise-level conflicts […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Conflicts of interest, Disclosure, FINRA, Investment advisers, Securities regulation
Comments Off on FINRA Issues Report on Broker-Dealer Conflicts of Interest
FDIC Cautions Financial Institutions Regarding Increase in D&O Insurance Exclusions
The FDIC last week issued a Financial Institution Letter advising financial institutions and their directors and officers of the increased use of exclusionary terms or provisions in D&O policies, and the resulting increased risk of uninsured personal civil liability for directors and officers. (FIL-47-2013, October 10, 2013). The FDIC Letter urges the directors of financial […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Banks, Boards of Directors, Covington & Burling, D&O insurance, Director liability, FDIC, Financial institutions, Financial regulation, Insurance, Management
Comments Off on FDIC Cautions Financial Institutions Regarding Increase in D&O Insurance Exclusions
Creeping Takeovers and Fiduciary Duties—A Recap
In In re Sirius XM Shareholder Litigation, [1] Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media that precluded the Sirius board from blocking Liberty Media’s acquisition of majority control of Sirius through open-market purchases made by […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Takeovers
Comments Off on Creeping Takeovers and Fiduciary Duties—A Recap
Third Circuit Panel Strikes Down Court of Chancery’s Confidential Arbitrations
A three-judge panel of the U.S. Court of Appeals for the Third Circuit—issuing three opinions, a majority, concurrence, and dissent—today [Oct. 23, 2013] affirmed a district court ruling enjoining the Delaware Court of Chancery’s arbitration program. Click here to download a copy of the Court’s opinion. In 2009, the Delaware General Assembly enacted legislation empowering […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications
Tagged Arbitration, Confidentiality, Delaware cases, Delaware law, U.S. federal courts
Comments Off on Third Circuit Panel Strikes Down Court of Chancery’s Confidential Arbitrations
Exclusive Forum Provisions: Is Now the Time to Act?
Exclusive forum provisions in corporate bylaws and certificates of incorporation are back on the agenda for many companies. We reviewed the trend data in a June 2012 briefing and predicted that few companies would adopt exclusive forum provisions until there was guidance from then-pending litigation in the Delaware Court of Chancery. That guidance came this […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Forum selection, Shareholder suits
Comments Off on Exclusive Forum Provisions: Is Now the Time to Act?
Predicting Future Merger Activity
The October 29, 2013 New York Times Deal Book article, “Frenzy of Deals, Once Expected, Seems to Fizzle,” has resulted in a number of requests for me to discuss merger activity and predict the level of future merger activity. In the course of a long career of advising on mergers, I’ve identified many of the […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Merger waves
Comments Off on Predicting Future Merger Activity
The Real Costs of Disclosure
In our paper, The Real Costs of Disclosure, which was recently made publicly available on SSRN, we analyze the effect of a firm’s disclosure policy on real investment. An extensive literature highlights numerous benefits of disclosure. Diamond (1985) shows that disclosing information reduces the need for each individual shareholder to bear the cost of gathering it. […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure
Tagged Cost of capital, Disclosure, Earnings disclosure, Efficiency, Firm valuation, Information asymmetries, Short-termism
Comments Off on The Real Costs of Disclosure