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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Taking a Fresh Look at Board Composition
Many boards today are trying to figure out if they have the proper skills and experience to guide their companies now and in the future. Each board needs to consider whether the backgrounds and experience of its existing directors are appropriate or if new skills are needed. Recently, some critics have been outspoken about their […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board evaluation, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, Surveys
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Dodd-Frank Moratorium Ends on Bank Charters for Commercial Firms
This post addresses the end of the Dodd-Frank Act moratorium on the ability of “commercial firms” to acquire FDIC-insured banks that are excluded from the definition of “bank” in the Bank Holding Company Act: industrial banks (or “ILCs,” as they are commonly labeled) and credit card banks. The moratorium, set forth in section 603 of […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, GAO
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SEC Adopts Changes to Broker-Dealer Rules
The US Securities and Exchange Commission recently adopted important changes to the financial responsibility rules for securities broker-dealers, including changes to the regulatory capital and regulatory reporting rules. The new rules include important regulatory capital changes in relation to acting as agent in securities lending, assumption of broker-dealer expenses, and important new recordkeeping and reporting […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Broker-dealers, Capital requirements, Financial institutions, Financial regulation, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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When Do Shareholders Care About CEO Pay?
With recent legislation mandating that publicly traded corporations submit CEO compensation for a nonbinding shareholder vote, a systematic understanding of how shareholders vote under such circumstances has never been so important. Using simulated say-on-pay votes, this post investigates how different levels of CEO pay and company performance can interact to influence how shareholders vote. In […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Management, Pay for performance, Say on pay, Shareholder voting, The Conference Board
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Agencies Re-Propose Rule Implementing Risk Retention Requirements of Dodd-Frank Act
On August 28, 2013, the FDIC, OCC, FRB, SEC, Federal Housing Finance Agency, and Department of Housing and Urban Development (collectively, the “Agencies”) issued a second Notice of Proposed Rulemaking (the “revised proposal”) that would implement the risk retention requirements of Section 941 of the Dodd-Frank Act, which amended the Securities Exchange Act of 1934 […]
Click here to read the complete postFacts Behind 2013 “Turnaround” Success for Say on Pay Votes
The 2013 proxy season marked the third year of Advisory Vote on Executive Compensation (a.k.a. Management Say on Pay, or MSOP proposals) as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act. This post looks at some of the interesting facts relating to the 39 companies that received majority shareholder support for their […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation consultants, Executive Compensation, Georgeson, Management, Proxy advisors, Proxy season, Proxy voting, Say on pay
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Reconfiguring Delaware’s Law of Standing Following Mergers and Acquisitions
My article, Standing at the Singularity of the Effective Time: Reconfiguring Delaware’s Law of Standing Following Mergers and Acquisitions, examines the doctrine of standing as applied to mergers and acquisitions of Delaware corporations with pending derivative claims. The settled rules of direct and derivative standing break down at the “singularity of the effective time” of […]
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Posted in Academic Research, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged Delaware articles, Delaware law, Derivative suits, DGCL, Shareholder suits
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Adjusting to Shareholder Activism as the New Normal
The results of the 2013 proxy season and other recent corporate governance developments have demonstrated that boards and management teams should thoughtfully assess their approach to dealing with hedge funds and other “long” investors that are considered “activist.” Responding effectively to these activist shareholders in today’s environment requires more continuous engagement with shareholders, a recognition […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Long-Term value, Proxy season, Proxy voting, Shareholder activism, Shareholder proposals, Shareholder voting, Short-termism
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Delaware Court of Chancery Upholds Trados Transaction as Entirely Fair
On August 16, 2013, the Delaware Court of Chancery issued a much-anticipated post-trial decision in In Re Trados Incorporated Shareholder Litigation, holding that the sale of Trados to SDL was entirely fair to the Trados common stockholders and that the Trados directors had not breached their fiduciary duties in approving the transaction. [1] The case […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Dual-class stock, Fairness review, Fiduciary duties, Incentives, Management, Venture capital firms
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SEC Practice In Targeting and Penalizing Individual Defendants
The recent trial of Fabrice Tourre has raised again the issue of whether the SEC should prosecute individuals who engage in misconduct or the firms that employ them. In the case of Tourre, some complained that the SEC targeted a relatively low level employee of Goldman Sachs rather than Goldman Sachs itself. Some even described […]
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