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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
Raising the Bar: Re-Establishing Director Credibility
This article highlights that publicly traded business corporations and their directors have lost the confidence and trust of many, leading to an onslaught of proposed federal legislation which, if enacted, will catapult the federal government into the role of primary regulator of those companies and directors, which heretofore have been regulated under state law. This […]
Click here to read the complete postProxy Access: Where Are We Now And Where Should We Go
The SEC rule proposal for proxy access drew more than 500 comment letters, many of which suggested significant and often conflicting revisions to the proposed rule and identified issues that were not addressed by the proposed rule. Because of the complexity of the substantive issues and the importance of proxy access to corporate governance, the […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Private ordering, Proxy access, Proxy opt-out, Rule 14a-11, SEC
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Fiduciary Outs: The Intricacies Of A Concept Run Amok
Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Recently, in the Mergers and Acquisitions course at Harvard Law School, four preeminent M&A practitioners discussed deal protection and fiduciary outs in merger transactions […]
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Posted in Mergers & Acquisitions, Program News & Events
Tagged Deal protection, Delaware cases, Delaware law, Fiduciary outs
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A New Capital Regulation For Large Financial Institutions
If there is one lesson to be learned from the 2008 financial crisis, it is that large financial institutions (LFIs) are too big to fail. Whether the too-big-to-fail doctrine is based on economic thinking (the cost of a large failure is too high) or political reality (the pressure to save LFIs is too strong), the […]
Click here to read the complete postSEC Reverses Position on Rules for Excluding Shareholder Proposals
October 27, 2009, the SEC’s Division of Corporation Finance issued a Staff Legal Bulletin changing prior guidance on the application of Rule 14a-8(i)(7), and expanding the scope of matters that the Division considers permissible subjects for shareholder proposals in company proxy statements. Rule 14a-8(i)(7) permits a company to exclude a shareholder proposal from the company’s […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Risk, Rule 14a-8, SEC, Shareholder proposals, Succession
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Corporate Governance Provisions Added to Financial Reform Bill
Senator Dodd unveiled his 1,136-page financial reform bill discussion draft today, which proposes a variety of new financial industry regulations and regulatory agencies. While the bill focuses on these wide-ranging and controversial financial reform proposals, a number of corporate governance reforms are also buried in the bill on pages 755 to 762, and are largely […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Governance reform
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Private Fund Investment Advisers Registration Act Approved by House Committee
This update focuses on the House Financial Services Committee’s consideration and approval on October 27, 2009 of H.R. 3818, the Private Fund Investment Advisers Registration Act of 2009. The full text of the bill as amended by the Committee is not yet available. Overview of Process While few things are predictable and nothing is certain […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Private Fund Investment Advisers Registration Act, Private funds
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Lessons for M&A Advisors in Crafting Engagement Letters
A federal court decision interpreting an investment bank’s engagement letter on a motion to dismiss highlights the risk that—absent careful drafting—financial advisors may be held liable to third-party beneficiaries on both contract and fiduciary duty claims. Baker v. Goldman Sachs, Civ. No. 09-10053-PBS (D. Mass. Sept. 15, 2009). The financial advisor represented a closely held […]
Click here to read the complete postIs Delaware’s Antitakeover Statute Unconstitutional?
Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Steven Herscovici, Brian Barbetta, and I have a new article entitled Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1998-2008. The working paper is available […]
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Posted in Mergers & Acquisitions, Op-Eds & Opinions
Tagged Antitakeover, Delaware articles, Delaware law, Delaware legislation
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Taxing Unreasonable Compensation
In my paper, Taxing Unreasonable Compensation: §162(a)(1) and Managerial Power, which is forthcoming in the Yale Law Journal, I argue that IRS should disallow tax deductions for unreasonable compensation paid by publicly held corporations. Section 162(a)(1) of the Internal Revenue Code allows companies to deduct “a reasonable allowance for salaries or other compensation.” The IRS […]
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