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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
Court Holds Merger Price Is Reliable Indicator of Fair Value
In a thoughtful and well-reasoned decision, the Delaware Court of Chancery held last week that the merger price produced by a “throrough, effective” sales process, “free from any spectre of self-interest or disloyalty,” can be the most reliable indicator of the value of shares in an appraisal proceeding. Huff Fund Investment Partnership v. CKx, Inc., No. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fair values, Merger litigation
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Delaware Court Addresses Post-Merger Breach of Fiduciary Duty Claims
In In re Bioclinica, Inc. Shareholder Litigation, the Delaware Court of Chancery (VC Glasscock) dismissed a stockholder suit alleging that the members of a board of directors breached their fiduciary duty of loyalty in a sale process for a transaction that had since closed, and where plaintiffs’ allegations previously had been found insufficient to support […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Deal protection, Delaware cases, Delaware law, Duty of loyalty, Fiduciary duties, Shareholder suits, Tender offer
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Must Salmon Love Meinhard? Agape and Partnership Fiduciary Duties
In a 2004 lecture, Jeffrie Murphy noted that “John Rawls claimed that justice is the first virtue of social institutions,” but Murphy went on to ask “what if we considered agape to be the first virtue? What would law then be like?” A variant on Murphy’s question has been chosen as the motivating question for the […]
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Posted in Academic Research, Court Cases
Tagged Fiduciary duties, Partnerships
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The (Advisory) Ties That Bind Executive Pay
Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an article by Mr. Pozen and Theresa Hamacher that originally appeared in the Financial Times. While shareholders of public companies in the UK and US have been voting on advisory […]
Click here to read the complete postSEC Hits ‘Reset’ on Failure to Supervise Liability
On September 30, 2013, the U.S. Securities and Exchange Commission (SEC)—quietly, and with little fanfare—released an informal statement of policy in the form of frequently asked questions (FAQ), in which it addressed its recent case against Ted Urban. [1] In doing so, the SEC shed light on when and how the agency will seek to […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Corporate crime, Liability standards, Pepper Hamilton, SEC, SEC enforcement, Securities regulation
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Executive Compensation—It Just Won’t Go Away
Over the last several years executive compensation has been an issue that has received a lot of attention from Wall Street, union pension funds, activists, and others. The Dodd-Frank Say-on-Pay mandate was put in place and early on there was surprising push back from shareholders. There were results that have been tracked about the impact […]
Click here to read the complete postSEC Enforcement Focusing on Rule 105 of Regulation M
On September 16, 2013, the Securities and Exchange Commission (“SEC”) charged over 20 firms with violations of Rule 105 of Regulation M of the Securities Exchange Act of 1934 (“Rule 105” or “the Rule”), which prohibits the purchase of securities in a secondary offering when the buyer has a short position, as that term is […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Exchange Act, Rule 105, SEC, SEC enforcement, Securities enforcement, Securities regulation, Short sales
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US Basel III Liquidity Coverage Ratio Proposal
Overview of U.S. Liquidity Coverage Ratio Proposal The Federal Reserve, OCC and FDIC have issued a proposal to implement the Basel III liquidity coverage ratio (LCR) in the United States. Part of the Basel III liquidity framework, the LCR requires a banking organization to maintain a minimum amount of liquid assets to withstand a 30-day […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation, International governance, Leverage, Liquidity, Margin requirements, SIFIs, Systemic risk
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ISS Proposes Limited Updates to 2014 Voting Policy
Institutional Shareholder Services, the influential proxy advisory firm, has published for public comment two proposed changes to its proxy voting guidelines for U.S. companies. The proposals are limited and do not include any change related to the effect of longer board tenure on director independence. ISS had previously surveyed institutional investors and public companies on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, ISS, Pay for performance, Peer groups, Performance measures, Proxy advisors, Proxy voting, Say on pay, Shareholder proposals
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Boards Should Minimize the Role of Proxy Advisors
The boards of public companies are increasingly being assessed by a hoard of short-term focused “activist” investors and an increasingly third-party-advised stockholder base that relies heavily on proxy advisory firms to make important voting decisions for them. It is estimated that over 75 percent of all shares of public companies are held in a managed […]
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