Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Substantial 2013 Results Already Produced by SRP and SRP-Represented Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 14, 2013

Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]

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Posted in Corporate Elections & Voting, Institutional Investors, Program News & Events | Tagged , , , , , , , , , , , | 1 Comment

Questions Surrounding Share Repurchases

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 14, 2013

In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to boost earnings may soon need to decide whether or not a share repurchase is the most productive use of their cash. This post […]

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SEC Speaks 2013: Waiting for the New Guard

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 14, 2013

To be blunt, this year’s “SEC Speaks” conference in Washington, D.C., sponsored by the Practicing Law Institute, was perhaps most remarkable for what did not happen: Mary Jo White, who is widely expected to be easily confirmed as Chairman of the Commission, did not attend. This was, of course, proper and to be expected, but […]

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Delaware Court Rules on Reverse Triangular Mergers and Anti-Assignment Provisions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, March 13, 2013

On February 22, 2013, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch. 2013), Vice Chancellor Parsons of the Delaware Court of Chancery ruled that a provision in a license agreement prohibiting an assignment by operation of law did not apply to a reverse triangular merger. This ruling eliminates the […]

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2012 Board Practices Report

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, March 13, 2013

The 2012 Board Practices Report (the “Report”) is the eighth edition published by the Society of Corporate Secretaries and Governance Professionals. The Report presents findings from a survey conducted in July and August 2012 of the Society’s membership, which includes 3,000 individuals from more than 1,600 companies of varying sizes, industries, and organizational structures. The […]

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Who Lives in the C-Suite?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, March 13, 2013

In our paper, Who Lives in the C-Suite? Organizational Structure and the Division of Labor in Top Management, which was recently made publicly available on SSRN, we show that top management structures in large US firms have changed significantly since the mid-1980s. Using panel data on senior management positions, we explore the relationship between changes […]

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Plaintiffs’ Lawyers Target “Say-on-Pay” Disclosures in Annual Proxy Statements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 12, 2013

This post addresses an emerging litigation trend that entails a higher degree of litigation risk than in past years. Companies familiar with shareholder litigation in the context of mergers and acquisitions transactions know that virtually all material corporate transactions attract plaintiffs’ lawyers who, suing on behalf of shareholders, allege that proxy materials published ahead of […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Executive Compensation, Practitioner Publications | Tagged , , , , , , | 1 Comment

Collateral Consequences of the UBS and RBS LIBOR Settlements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 12, 2013

In 2002, Arthur Andersen LLP collapsed in the wake of an obstruction of justice conviction. Since then, conventional wisdom has been that the U.S. Department of Justice (DOJ) resists filing criminal charges against large business entities because of fears of another similar failure. Indeed, the DOJ has consistently acknowledged that it considers such risks, and […]

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Dealing with the SEC’s Focus on Protecting Whistleblowers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, March 11, 2013

As a public company executive officer or general counsel, how should you deal with a disgruntled employee who is or could be an award-seeking SEC whistleblower? The short answer is, of course, very carefully. For the longer answer, read on. The SEC’s Cultivation of Whistleblowers Corporate managers and the SEC tend to have very different […]

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Alignment of General and Limited Partner Interests in PE Funds

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, March 11, 2013

There are arguably two broad objectives to the governance of any entity including private equity (PE) funds: i) effective and accountable decision-making and ii) aligning interests of different stakeholders. This article focuses on the second of these objectives describing in more detail the difficulties in aligning interests between a general partner (GP) and a limited […]

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