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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
How to Win the Say on Pay Vote
With proxy season approaching, public companies must consider their strategy for the second year of the mandatory say on pay advisory vote. Even companies that passed last year’s vote with flying colors should prepare for the upcoming season with a fresh perspective, as the second season of say on pay will present new challenges. Some […]
Click here to read the complete postUpdated Private Equity Buyer/Public Target M&A Deal Study
This study updates our firm’s Summer 2011 Deal Study in three important ways: First, we have supplemented our Deal Study by taking into account the relevant deal terms from the 5 private equity buyer/public company target all-cash merger transactions involving consideration of at least $500 million in enterprise value [1] entered into during the third […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Go-shop, Private equity, Target firms, Tender offer, Termination fees
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ISS Issues Policy Updates for 2012 Proxy Season
On November 17, 2011, Institutional Shareholder Services Inc. (ISS) issued updates to its proxy voting policies applicable to shareholder meetings held on or after February 1, 2012. This Alert summarizes and discusses implications of those updates for US companies. The ISS proxy voting guidelines and the updates are available at http://www.issgovernance.com/policy. ISS is generally considered […]
Click here to read the complete postEquilibrium in the Initial Public Offerings Market
The critical review article, Equilibrium in the Initial Public Offerings Market, forthcoming in the Annual Review of Financial Economic, focuses on selected topics dealing with initial public offerings (IPOs) of equity securities, emphasizing issues that are of current interest to academics, practitioners, and policymakers. On average, the average first-day returns on IPOs in the U.S. and […]
Click here to read the complete postThe Corporate Shareholder’s Vote and Its Political Economy
At the Columbia Law School conference on the Delaware Chancery Court this November, I summarized my recent working paper The Corporate Shareholder’s Vote and Its Political Economy, in Delaware and in Washington. I discuss this paper below. Related work includes Delaware’s Competition, Delaware’s Politics, and Delaware and Washington as Corporate Lawmakers. Shareholder power to effectively […]
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Posted in Academic Research, Corporate Elections & Voting, HLS Research, Securities Regulation
Tagged Choice of Law, Delaware articles, Delaware law, Federalism, Proxy access, Securities regulation, Shareholder power, Shareholder voting
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FINRA Proposed Rule on Private Placements
In January 2011, FINRA proposed to amend Rule 5122 (“Private Placements of Securities Issued by Members”) so that its disclosure and filing requirements, which currently apply only to private placements of securities issued by a FINRA member or a “control entity” of a member, would apply to all private placements, including those of unaffiliated issuers, […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Filings, FINRA, Private placements, Registration exemptions, SEC
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Investment Cycles and Startup Innovation
In our paper, Investment Cycles and Startup Innovation, which was recently made publicly available on SSRN, we examine how the environment in which a new venture was first funded relates to their ultimate outcome. New firms that surround the creation and commercialization of new technologies have the potential to have profound effects on the economy. […]
Click here to read the complete post2012 Proxy Season: Audit Firm Rotation
In the wake of the financial crisis, regulators and shareholder activists alike have been revisiting the issue of auditor independence with a view towards requiring companies to periodically rotate their outside audit firms. The United Brotherhood of Carpenters is filing resolutions for 2012 asking companies to establish a policy that at least every seven years […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Audits, External auditors, PCAOB, SOX
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Say-on-Pay and the Business Judgment Rule
Over 40 companies received negative say-on-pay advisory votes in 2011, the first year for those votes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”). Despite the advisory nature of the votes and the Act’s helpful language that they are not intended to affect director fiduciary duties, at least ten derivative lawsuits have […]
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Posted in Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Beazer v. McCarthy, Business judgment rule, Cincinnati Bell v. Cox, Dodd-Frank Act, Executive Compensation, Say on pay
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Compliance and Ethics in Risk Management
Editor’s Note: The following post comes to us from Carlo V. di Florio, Director, Office of Compliance Inspections and Examination at the U.S. Securities and Exchange Commission. This post is based on a recent speech by Mr. di Florio at the NSCP National Meeting, available here. The views expressed in the post are those of […]
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