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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
Delaware Court Confirms Accounting Experts’ Authority to Decide Disputes
On July 16, the Delaware Supreme Court [1] published an opinion that confirms and clarifies the scope of an accounting expert’s authority to resolve post-closing financial disputes that parties have agreed to submit for resolution under the terms of a definitive business acquisition agreement. This decision reaffirms alternative dispute resolution as the procedure of choice […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Acquisition agreements, Arbitration, Corporate disputes, Delaware law, Earnouts, Resolution authority
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SEC Adopts Final Amendments to Broker-Dealers Rules
On July 30, 2013, the SEC adopted final amendments (the “Final Amendments”) to the financial responsibility rules for broker-dealers (SEC Release No. 34-70072) (the “Release”). The Final Amendments make changes to the net capital, customer protection, books and records, and notification rules for broker-dealers. The SEC first proposed the rule changes in March 2007 and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Broker-dealers, Capital requirements, Consumer protection, Exchange Act, Financial institutions, Financial regulation, SEC, SEC rulemaking, Securities regulation
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The Bebchuk Syllogism
Empirical studies show that attacks on companies by activist hedge funds benefit, and do not have an adverse effect on, the targets over the five-year period following the attack. Only anecdotal evidence and claimed real-world experience show that attacks on companies by activist hedge funds have an adverse effect on the targets and other companies […]
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The process of resolving business deadlocks is time consuming and expensive, typically requiring the services of lawyers, financial experts and judges. Prolonged resolution processes, cost-inefficient administration of those processes, and inequitable outcomes impose high monetary and non-monetary costs on the parties themselves and on society as a whole. Asset valuation, which is required to complete […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Corporate disputes, Information asymmetries, Partnerships
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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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