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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
Responding to Objections to Shining Light on Corporate Political Spending (2): Claims of Special Interest Influence
The SEC is expected to consider a rulemaking petition requesting that the SEC develop rules requiring that public companies disclose their spending on politics. The petition has received significant support—including more than 490,000 comment letters urging the SEC to act as advocated by the petition—but has also attracted opponents, including prominent members of Congress. The […]
Click here to read the complete postFederal Court Dismisses Delaware Law Compensation Disclosure Claim
We have previously discussed a wave of “say-on-pay” lawsuits focused on allegedly inadequate proxy disclosures (in a memo, article, and memo). At least six courts (four state and two federal) have denied requests for injunctive relief against say-on-pay votes. Now, a federal court that had already denied preliminary injunctive relief has dismissed the complaint with […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Executive Compensation, Practitioner Publications
Tagged Delaware law, Executive Compensation, Proxy disclosure, Regulation S-K, Say on pay, U.S. federal courts
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Significant Proposed Amendments to DGCL in 2013
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) and related sections of title 8 of the Delaware Code has been submitted to the Corporation Law Section of the Delaware State Bar Association for approval. If the amendments become effective, they would result in several significant changes to the […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware cases, Delaware law, DGCL
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Wachtell Lipton Was Wrong About the Shareholder Rights Project
In a memorandum issued recently by the law firm Wachtell, Lipton, Rosen & Katz (WLRK), WLRK co-founder Martin Lipton criticized me for supporting shareholder activism that allegedly has detrimental effects in the long term. The memorandum followed two earlier, strongly-worded WLRK memoranda signed by Lipton and several other prominent corporate partners at the firm, titled […]
Click here to read the complete postA Reply to Professor Bebchuk
Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is a reply to a simultaneously published post by Professor Lucian Bebchuk, which in turn responds to several Wachtell Lipton memoranda. Professor Bebchuk’s post is available here, […]
Click here to read the complete postShould Shareholders Have a Say on Executive Compensation?
In our paper, Should Shareholders Have a Say on Executive Compensation? Evidence from Say-on-Pay in the United States, which was recently made publicly available on SSRN, we examine the SEC 2011 regulation requiring an advisory (non-binding) shareholder vote on the compensation of the top five highest paid executives – “say-on-pay” (SOP). In July of 2010, […]
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Posted in Academic Research, Corporate Elections & Voting, Executive Compensation, Securities Regulation
Tagged Dodd-Frank Act, Executive Compensation, Say on pay, SEC, Securities regulation, Shareholder activism, Shareholder rights, Shareholder voting
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Delaware Court Limits Non-Delaware Dismissal
The Delaware Supreme Court held that the Court of Chancery erred by failing to give preclusive effect to an earlier with-prejudice dismissal of a parallel derivative suit in another state, and by creating a presumption that all plaintiffs who file derivative suits without first conducting books-and-records inspections are inadequate representatives. Pyott v. La. Mun. Police […]
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Posted in Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Derivative suits, Jurisdiction
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Managerial Attitudes and Corporate Actions
In our paper, Managerial Attitudes and Corporate Actions, forthcoming in the Journal of Financial Economics, we use a survey-based approach to provide new insight into the people and processes behind corporate decisions. This method allows us to address issues that traditional empirical work based on large archival data sources cannot. For example, we are able […]
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Posted in Academic Research
Tagged Capital structure, Management, Manager characteristics, Risk, Surveys
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Securities Class Action Settlement Amounts Increase from 2011
The 53 court-approved securities class action settlements reported in 2012 represent a 14-year low, according to Securities Class Action Settlements—2012 Review and Analysis by Cornerstone Research. This represents an 18 percent decrease from the number of approved settlements in 2011, and a decline of more than 45 percent from the 10-year average from 2002 through […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities damages, Securities litigation
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Shareholder Activism in the UK: An Introduction
This post provides a summary of certain principles of English law and UK and European regulation applicable to UK-listed public companies and their shareholders that may affect shareholder activism, namely (i) stake-building, (ii) shareholders’ rights to require companies to hold general meetings, (iii) shareholders’ rights to propose resolutions at annual general meetings and (iv) recent […]
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Posted in Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged International governance, Shareholder activism, Shareholder meetings, Shareholder rights, UK
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