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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
Shareholder Votes and Proxy Advisors: Evidence from Say on Pay
In our paper, Shareholder Votes and Proxy Advisors: Evidence from Say on Pay, which was recently accepted for publication at the Journal of Accounting Research, my co-authors (Yonca Ertimur of the University of Colorado at Boulder and David Oesch of the University of St. Gallen) and I examine the economic role of proxy advisors. As […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Dodd-Frank Act, Executive Compensation, Glass Lewis, ISS, Proxy advisors, Say on pay, Shareholder activism, Shareholder voting
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Towards Board Declassification in One-Hundred S&P 500 and Fortune 500 Companies
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Harnessing Crowdfunding to Help Small Businesses, While Protecting Investors
Today [Oct. 23, 2013], the Commission is proposing new rules to implement Title III of the JOBS Act, which exempts qualifying crowdfunding transactions from the registration and prospectus delivery requirements of the Securities Act. The new Regulation Crowdfunding is expected to be used primarily by small companies. As is well known, although personal savings is […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Crowdfunding, Investor protection, JOBS Act, Risk, SEC, SEC rulemaking, Securities Act, Securities fraud, Securities regulation, Small firms
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SEC Proposes Crowdfunding Rules Under JOBS Act
On October 23, 2013, the Securities and Exchange Commission proposed rules under the JOBS Act that would permit startups and other businesses to raise investment capital through “crowdfunding”—the process of seeking relatively small investments from a broad group of investors via the Internet. Crowdfunding has historically not been used to raise investment capital (as opposed […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Crowdfunding, Disclosure, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms
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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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