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Program on Corporate Governance Advisory Board
- Peter Atkins
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- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
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Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Twelve Shareholder Declassification Proposals Submitted by SRP-Represented Investors Win Approval with Average Support of 79%
Editor’s Note: Professor Lucian Bebchuk is the Director of the Harvard Law School Shareholder Rights Project (SRP), and Scott Hirst is the SRP’s Associate Director. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. Although the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Program News & Events
Tagged Classified boards, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Continuing Developments in the 2012 Proxy Season
Editor’s Note: The following post comes to us from Stuart N. Alperin and Regina Olshan, partners in the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP, and is based on a Skadden alert. This alert is the second in a series; the prior alert is available here. As we continue […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Proxy season, Say on pay
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Court Rejects Selective Waiver Doctrine for Privileged Materials
Corporations subject to criminal and civil regulatory investigations have long grappled with the highly charged decision over whether to provide the government with privileged communications and attorney work product or whether to maintain those materials as privileged despite a governmental inquiry. On the one hand, a corporation may hope to avoid criminal prosecution or civil […]
Click here to read the complete postProposals for Binding Shareholder Votes on Executive Pay in the UK
On March 14, 2012, the UK Government published a consultation paper on its proposals to give shareholders of quoted companies a greater influence over executive pay. The Government proposes to introduce a binding shareholder vote on executive pay policy (possibly requiring a 65% or 75% super majority), a non-binding shareholder vote on the subsequent application […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Say on pay, Shareholder voting, UK
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Defrauded Investors Deserve Their Day in Court
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement from Commissioner Aguilar; the full statement, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange […]
Click here to read the complete postCourt Rules on Short-swing Liability Rules
On March 26, 2012, in Credit Suisse Securities (USA) LLC v. Simmonds, the U.S. Supreme Court held 8-0 that the two-year statute of limitations for suits under the short-swing liability rules of Section 16(b) of the Securities Exchange Act of 1934 is not tolled (i.e., suspended) until an insider files a Section 16(a) disclosure statement; […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Beneficial owners, Credit Suisse v. Simmonds, Director liability, Exchange Act, Exchange Act s.16, Reporting regulation, Supreme Court
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An Update on the Forum Selection Bylaw Cases
In February 2012, several purported class action lawsuits were filed in the Delaware Court of Chancery challenging corporate bylaw amendments adopted by companies pursuant to 8 Del. C. § 109. Generally speaking, the challenged bylaw amendments would require that certain types of corporate law claims by shareholders be brought and resolved in the Delaware Court […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Class actions, Delaware cases, Delaware law, Forum selection
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Management Quality, Venture Capital Backing, and Initial Public Offerings
In the paper, Management Quality, Venture Capital Backing, and Initial Public Offerings, which was recently made publicly available on SSRN, we use hand-collected data on the quality and reputation of the management teams of a large sample of 3,240 entrepreneurial firms going public during 1993-2004 to conduct the first large-sample study of the relationship between […]
Click here to read the complete postThe Clearing House Association Issues Draft Governance Principles
The corporate governance of banking organizations has become the focus of intense examination in the wake of the financial crisis. Because of the complexity that surrounds both the causes of the financial crisis and the weaknesses and vulnerabilities it exposed in the banking system and financial markets, it is manifestly unreasonable to suggest that better […]
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Posted in Boards of Directors, Financial Crisis, Practitioner Publications
Tagged Banks, Boards of Directors, Financial crisis, Governance standards, The Clearing House Association
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Unique Issues Facing Companies Under the STOCK Act
On April 4, 2012, President Obama signed the Stop Trading on Congressional Knowledge Act (the “STOCK Act”), and the House Committee on Ethics issued the first set of guidance under the STOCK Act (see memorandum). Among other things, the STOCK Act confirms that Congressional Members and staff, and federal executive and judicial branch officials, owe […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Compliance & ethics, Information environment, Insider trading, Political spending, STOCK Act
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