-
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
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 […]
Click here to read the complete post
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
Comments Off on Global Trends in Board-Shareholder Engagement
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 […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Deal protection, Indemnification, Private equity, Private firms
Comments Off on Sponsor Exits: Managing Private Company Sales
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 […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder value
Comments Off on The Challenge for Boards
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 […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions
Tagged Hostile takeover, Takeovers, Tender offer
Comments Off on The Origins of the Market for Corporate Control
The Path Forward on Disclosure
It is an honor to be with you today [Oct. 15, 2013]. The National Association of Corporate Directors has long played an important leadership role providing the insight and guidance that board members need to enhance shareholder value and effectively confront the various business challenges their companies face. The NACD has also been a very […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Compensation disclosure, Compliance and disclosure interpretation, Disclosure, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
Comments Off on The Path Forward on Disclosure
Equity Securities in an M&A Transaction after the JOBS Act
In April 2012, we wrote here about the potential future impact of the Jumpstart Our Business Startups Act (“JOBS Act”) on M&A transactions in which an acquirer seeks to issue its privately placed equity securities as consideration in an acquisition. Our discussion at the time focused on the conditions of Rule 506 of Regulation D […]
Click here to read the complete postThe Twilight Zone: OTC Regulatory Regimes and Market Quality
In 2010, more than 8,000 domestic equity securities traded in the U.S. OTC market. Yet, research studying this market is limited. Stocks in this market tend to be small. The OTC market generally offers less investor protection than the traditional exchanges, and fraudulent and abusive practices in this market cause significant economic harm to investors. […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Blue sky laws, Disclosure, Information environment, Investor protection, JOBS Act, Liquidity, Market efficiency, OTC derivatives, SEC, Securities regulation
Comments Off on The Twilight Zone: OTC Regulatory Regimes and Market Quality
Career Consequences of Proxy Contests
Shleifer and Vishny (1997) explain that “corporate governance deals with the ways in which the suppliers of finance to corporations assure themselves of getting a return on their investment.” The fundamental feature of corporate governance is shareholders’ right to elect directors to represent their interests. This shareholder representation by the board of directors is a central component of corporate governance. For corporate […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board turnover, Boards of Directors, Proxy contests, Shareholder activism, Shareholder voting, Staggered boards
Comments Off on Career Consequences of Proxy Contests
Clarifying Aiding and Abetting under the Commodities Exchange Act
On September 23, 2013, the United States Court of Appeals for the Second Circuit issued a decision clarifying the standard for aiding and abetting liability under the Commodities Exchange Act (“CEA”). The decision, in In re Amaranth Natural Gas Commodities Litigation, No. 12-2075-cv (2d Cir. Sept. 23, 2013), affirmed a judgment of the United States […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications
Tagged Clearing houses, Commodities Exchange Act, Corporate liability, Financial institutions, Futures, JPMorgan, Liability standards, U.S. federal courts
Comments Off on Clarifying Aiding and Abetting under the Commodities Exchange Act