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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
Court Affirms Dismissal of Stockholder Complaint as Derivative Following Merger
On August 12, 2013, the U.S. Court of Appeals for the Fifth Circuit affirmed the dismissal of a lawsuit contending that alleged controlling stockholders of Ascension Orthopedics, Inc. had expropriated voting and economic control from the minority stockholders via a series of financing transactions that occurred before Ascension merged with another company. The Fifth Circuit […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware law, Dilution, Merger litigation, Minority shareholders, Shareholder voting, U.S. federal courts
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German Legislator to Cap Bonuses for Bank Staff
On July 5, 2013, the German Federal Council (Bundesrat) decided to raise no objection against the CRD IV Implementation Act passed by the German Federal Parliament (Bundestag) on June 27, 2013. The legislative procedure for this Act, which implements Directive 2013/36/EU (Capital Requirements Directive IV, “CRD IV”) into German law, is thus completed. Together with […]
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Posted in Banking & Financial Institutions, Executive Compensation, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Bonuses, EU, Europe, Executive Compensation, Financial institutions, Financial regulation, Germany, International governance, Remuneration
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PCAOB Proposes Significant Changes to Audit Standards
Today, the Public Company Accounting Oversight Board (“PCAOB”) proposed for public comment two audit standards that, if adopted, would significantly change the audit report model, and dramatically expand the auditor’s responsibilities in reporting on management’s disclosures outside the financial statements. PCAOB Chairman Doty remarked that the proposed standards—running to almost 300 pages—mark a “watershed moment” […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting standards, Audits, Disclosure, External auditors, Internal auditors, PCAOB
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2013 Proxy Season: A Turning Tide in Corporate Governance?
The 2013 proxy season has ended, and many public companies are in a period of relative calm on the governance front before the season for shareholder proposal submissions begins in a few months. This post reflects on some of the highlights of the past proxy season and a few events and trends that may shape […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board declassification, Boards of Directors, Institutional Investors, ISS, Non-executive chairman, Proxy advisors, Proxy season, Shareholder Rights Project, Shareholder voting
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Delaware Court of Chancery Applies Business Judgment Rule
In Southeastern Pennsylvania Transportation Authority v. Ernst Volgenau, et al [1] (the “SRA” decision), Vice Chancellor Noble continued a recent trend in Delaware case law involving acquisitions of companies with a controlling stockholder—if robust procedural protections are properly used (such as the recommendation of an empowered, disinterested special committee and the transaction is conditioned on […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Going private, Minority shareholders, Special committees
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Private Company Financing Trends for 1H 2013
In Q2 2013, up rounds (including several second-stage seed financings) as a percentage of total deals increased modestly compared with Q1 2013. While pre-money valuations remained strong for both venture-led and angel Series A deals that had closings in Q2, valuations of companies doing Series B and later rounds declined significantly. Median amounts raised increased […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Angel groups, Entrepreneurs, External financing, Financing conditions, Firm valuation, Venture capital firms
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MD&A Disclosure and the Firm’s Ability to Continue as a Going Concern
In January 2012, the Financial Accounting Standards Board decided by a narrow margin of 4-3 not to require management to perform an assessment of the entity’s ability to continue as a going concern. By May 2012, the FASB reconsidered this requirement and in June 2013 issued an exposure draft that mandates going concern disclosures as […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, Empirical Research
Tagged Accounting standards, Bankruptcy, Disclosure, FASB, Financial reporting, Management
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Enhancing the Promise of Exclusive Forum Clauses
The multiplicity of cases brought on behalf of the same stockholder group (or as derivative actions) against the same defendants, based on the same conduct and asserting the same fiduciary duty claims is now well documented. The benefits of consolidating such litigation in a single forum have also been well established. Most such litigation takes […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, Jurisdiction, Merger litigation, Shareholder suits
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The Costs and Benefits of Mandatory Securities Regulation
There is a long-standing debate across law, economics and finance regarding the justifications for a mandatory disclosure regime of the type exemplified by US securities law, and a related literature on the empirical question of whether mandatory securities regulation increases the value of firms (i.e. whether the benefits of regulation exceed the compliance costs). In […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, Firm valuation, JOBS Act, Market reaction, Securities regulation
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Exit as Governance
Traditional theories of blockholder governance have focused primarily on blockholder intervention in management decisions. However, recent theories posit that blockholders can govern firms even when they have no intervention power. These theories view blockholders as informed traders who control management through “exit,” i.e., selling a firm’s stock based on private information (Admati and Pfleiderer 2009, […]
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Posted in Academic Research, Empirical Research
Tagged Blockholders, Financial crisis, General governance, Liquidity, Management, Shareholder power, Shocks
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