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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Hedge Funds—A New Era of Transparency and Openness
Private funds, including hedge funds, play a critical role in capital formation, and are influential participants in the capital markets. And, perhaps more than ever before, the hedge fund industry as a whole is experiencing dynamic change—moving from what some would say was a secretive industry, to a widely-recognized and influential group of investment managers. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Dodd-Frank Act, Hedge funds, JOBS Act, Private funds, SEC, Securities regulation, Solicitation, Transparency
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Out of Context—Delaware Clarifies on “Weak” Fairness Opinions
A footnote in a recent Delaware decision should relieve some of the anxiety felt in the investment banking community that the courts were inviting plaintiffs to allege fiduciary duty breaches by a target board in any sale where the fairness opinion analysis could be perceived as “weak”. In the never-ending quest to construct claims to […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Fairness review, Fiduciary duties
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Empiricism and Experience; Activism and Short-Termism; the Real World of Business
Harvard Law School Professor Lucian Bebchuk believes that shareholders should be able to control the material decisions of the companies they invest in. Over the years, he has written numerous articles expressing this view, including a 2005 article urging that shareholders should have the power to initiate a shareholder referendum on material corporate business decisions. […]
Click here to read the complete postSurrender in the Forum Selection Bylaw Battle
Earlier this month, the stockholder plaintiffs who unsuccessfully challenged the legality of forum selection bylaws in the Court of Chancery dropped their appeal to the Delaware Supreme Court. This capitulation leaves Chancellor Strine’s well-reasoned June 2013 decision in the Chevron case—holding that directors have the power and authority to adopt bylaws limiting the courts in […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Forum selection
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Bankruptcy Court Denies $20 Million Severance for American Airlines CEO, Again
For the second time in six months, Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York declined to approve a $20 million severance payment to Thomas Horton, Chief Executive Officer of AMR Corporation. Earlier this year, as described in our April 18, 2013 client alert (discussed here), […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Executive Compensation, Mergers & Acquisitions, Practitioner Publications
Tagged Bankruptcy, Executive Compensation, Reorganizations, Severance, U.S. federal courts
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Implications of Recent Developments in SEC Enforcement
In the six months since Mary Jo White was sworn in as the Securities and Exchange Commission’s 31st Chairman, the SEC has announced important new policies and initiatives as the agency has begun to utilize new enforcement authority under the Dodd-Frank Act and to redeploy resources. In recent weeks, White and Andrew Ceresney, Co-Director of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accountability, Accounting, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Whistleblowers
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Global Trends in Board-Shareholder Engagement
There has been a rapid increase in shareholder requests for special meetings with the board. This report discusses the potential benefits and complexities of the board-shareholder engagement process, reviews global trends in engagement practices, provides insights into engagement activities at U.S. companies, and highlights developments in the use of technology to facilitate engagement. It also […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board communication, Board meetings, Boards of Directors, Disclosure, Institutional Investors, International governance, Shareholder communications, The Conference Board
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Sponsor Exits: Managing Private Company Sales
In the last edition of the Digest, we discussed the issues and alternatives faced by private equity sponsors when taking a portfolio company public. An IPO exit can be an attractive option for the appropriate portfolio company, but a private company sale at the right valuation is often more compelling because it provides certainty to […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Deal protection, Indemnification, Private equity, Private firms
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The Challenge for Boards
Public company boards have experienced real turbulence for the better part of five years. Some of this turbulence is the product of internal dynamics—the need to improve liquidity, strengthen balance sheets and cut costs. Some is the product of external factors—volatile capital markets and government action and inaction. So, who can blame directors for being […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder value
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The Origins of the Market for Corporate Control
The standard historical narrative is that the market for corporate control took on its modern form in the mid-1950s with the emergence of the cash tender offer. Our paper, The Origins of the Market for Corporate Control, which was prepared for a University of Illinois College of Law symposium honoring Prof. Larry Ribstein, pushes the […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Hostile takeover, Takeovers, Tender offer
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