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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
Got Financing? You May Have to Extend Your Tender Offer
Recent news coverage has suggested that the Staff of the U.S. Securities and Exchange Commission (the “SEC”) has taken a position interpreting its tender offer rules that represents a significant new development. In actuality, however, the Staff has for some time taken the position that the satisfaction of a financing condition in a tender offer […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Bidders, Financing conditions, SEC, Securities regulation, Tender offer
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The Myth that Insulating Boards Serves Long-Term Value
In a new study, The Myth that Insulating Boards Serves Long-Term Value (forthcoming, Columbia Law Review, October 2013), I comprehensively analyze – and debunk – the view that insulating corporate boards serves long-term value. Advocates of board insulation claim that shareholder interventions, and the fear of such interventions, lead companies to take myopic actions that […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, HLS Research, Program News & Events
Tagged Board Insulation, Boards of Directors, Entrenchment, Hedge funds, Investor horizons, Long-Term value, Shareholder activism, Short-termism, Takeover defenses
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Basel Committee Proposes to Double Down on Counterparty Exposure Limits
On March 26, the Basel Committee on Banking Supervision (“Basel Committee”) published a Consultative Document in which it proposes a revised supervisory framework for measuring and controlling large counterparty exposures (“Proposal,” or “Exposure Framework”) of systemically important financial institutions (“SIFIs”). Comments on the Proposal are due by June 28, 2013.
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Financial institutions, International governance, Risk management, SIFIs
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Empty Voting Revisited: The Telus Saga
This blog has repeatedly reported on the use of empty voting strategies at the Canadian telecommunications provider Telus Corporation. (see, e.g., here and here). Empty voting – that is, the strategic separation of economic risk from voting rights – has been considered by courts, regulators and academics over the past years in various forms. The […]
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Posted in Academic Research, Corporate Elections & Voting, Court Cases, International Corporate Governance & Regulation
Tagged Canada, Dual-class stock, Empty voting, Hedge funds, International governance, Regulators
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Federal Reserve Board Approves Final Rule for Nonbank Firms
On April 3, the Federal Reserve Board (“Board”) published a final rule (“Rule”) specifying when a financial company that may be made subject to systemic regulation under Title I of the Dodd-Frank Wall Street Accountability and Consumer Protection Act (“Dodd-Frank Act”) is “predominantly engaged in financial activities” for purposes of being designated for systemic regulation […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation
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Apple’s Cash-Flow Problem
I recently examined the problem of corporate short-termism from two nonstandard angles. One was that some short-termism is sensible. Large firms face an increasingly fluid economic, technological, and political environment – owing to more global and competitive markets, to the greater potential of technological change to alter firms’ business environment, and to governments’ growing influence over […]
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Posted in Academic Research, HLS Research, Op-Eds & Opinions
Tagged Cash flows, Shareholder activism, Short-termism
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Bank Regulators Tackle Leveraged Lending
On March 22, 2013, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), and the Federal Deposit Insurance Corporation (FDIC) (collectively, the “bank regulators”) released their final guidance on leveraged lending activities. [1] The final guidance does not deviate significantly from the proposed guidance released […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial institutions, Financial regulation, Leverage, OCC, Risk management, Underwriting
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Getting Back to Basics with Rule 10b5-1 Trading Plans
In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the affirmative defense provisions adopted by the U.S. Securities and Exchange Commission (SEC) pursuant to Rule 10b5-1 under the Securities […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Council of Institutional Investors, Insider trading, Rule 10b-5-1, SEC, SEC rulemaking, Securities regulation
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Delaware M&A Quarterly
In this issue, we discuss several cases of significance to the M&A practice, including In re Ancestry.com, In re Bioclinica, In re BJ’s Wholesale Club, Kallick v. Sandridge Energy and Meso Scale Diagnostics v. Roche Diagnostics, as well as some market trends that may be of interest. Board Enjoined From Impeding Consent Solicitation Until It […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law
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Rethinking “One Share, One Vote”
“One-share, one-vote,” a bedrock principle of Anglo-Saxon corporate governance, is back in the spotlight. Except this time the aim is to diminish its application rather than to extend its global footprint. Rising short-termism among investors — which threatens to destabilize both companies and the wider economy — is prompting a reconsideration of the principle that […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Dual-class stock, Shareholder rights, Shareholder voting, Short-termism
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