-
Supported By:
Subscribe or Follow
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
Shareholder Activism: Proactive Defense and Informed Response
ICR, the financial communications consulting firm, recently released a discussion paper Shareholder Activism: Proactive Defense and Informed Response. The paper explores the current environment of shareholder activism driven by “Sharks,” “Wolves” and “Jaguars,” as well as these activists’ goals, motives and tactics. The paper also presents a well documented strategy for issuers outlining potential vulnerabilities […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Hedge funds, ICR, Shareholder activism
Comments Off on Shareholder Activism: Proactive Defense and Informed Response
Use of Illegal Business Practices Continues in Many Organizations
Ernst & Young recently released its 10th Global Fraud Survey “Corruption or Compliance – Weighing the Costs“. As the US Foreign Corrupt Practices Act (FCPA) becomes the de facto anti-corruption standard worldwide, over 50% of US executives — and 84% globally — still know little to nothing of its key provisions, according to the survey. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications
Tagged Anti-corruption, Compliance & ethics, Corporate fraud, FCPA
Comments Off on Use of Illegal Business Practices Continues in Many Organizations
Recent Developments in Delaware Corporation Law
Over the past year, the areas of corporation law impacting how transaction attorneys guide their clients developed at a significant pace. This trend emerged with Vice Chancellor Strine’s Netsmart, Topps, and Lear opinions, issued during the height of the private equity-led LBO boom and continued through Chancellor Chandler’s United Rentals opinion, in which the Court […]
Click here to read the complete post
Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware cases, Delaware law, Leveraged acquisitions
Comments Off on Recent Developments in Delaware Corporation Law
ProxyDemocracy.org
It’s the height of proxy season, and with the high-profile shareholder meetings taking place at Exxon last week and Yahoo later this summer, a new website ProxyDemocracy.org offers tools to help individual investors take part in the process. Although individuals own over 25% of US equity, institutional investors run the show when it comes to […]
Click here to read the complete postMy Resolution at ExxonMobil
At EXXON’S Shareholders Meeting on Wednesday, Resolution #5 received 39.5% of the vote, marginally shy of last year’s 40%. I was relieved as we early learned that the company was seriously soliciting investors to vote against our resolution. The realities of the proxy process are that an issuer has vast advantage. There are many large […]
Click here to read the complete postDelaware’s Guidance Function
Editor’s Note: This post is from J.W. Verret of the George Mason University School of Law. 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. I recently co-authored an article with Chief Justice Myron T. […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Delaware articles, Delaware law, General governance, Shareholder value
Comments Off on Delaware’s Guidance Function
Seventh Circuit Rules on Mutual Fund Advisory Fees in Jones v. Harris Associates
As noted in an article by Floyd Norris of the New York Times, a panel of the Seventh Circuit Court of Appeals unanimously ruled in Jones v. Harris Associates that courts should play a limited role in reviewing fees charged by mutual fund advisors. In an opinion by Judge Frank Easterbrook, the court relied on […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Financial advisers, Jones v. Harris, Mutual funds, U.S. federal courts
Comments Off on Seventh Circuit Rules on Mutual Fund Advisory Fees in Jones v. Harris Associates
Explorations in Executive Compensation
Enhanced proxy pay disclosures, which the SEC believed would assist shareholders trying to assess the efficacy of executive compensation at their portfolio companies, have mainly underscored the elaborate and opaque nature of most pay programs. A new paper from RiskMetrics Group entitled Explorations in Executive Compensation aims to guide shareholders through the maze of terminology […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Governance standards, ISS, SEC
Comments Off on Explorations in Executive Compensation
SEC Proposes Revisions to Cross-Border Transaction Exemptions
Together with Adam O. Emmerich, David A. Katz, James Cole, Jr. and Sabastian V. Niles, I have recently distributed a memorandum entitled Cross-Border M&A – SEC Proposes Revisions to Cross-Border Transaction Exemptions, which discusses proposed revisions by the SEC to the current regulatory regime for cross-border transactions. The revisions represent a modest advance toward clarifying […]
Click here to read the complete post
Posted in Financial Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, SEC
Comments Off on SEC Proposes Revisions to Cross-Border Transaction Exemptions
Chancery Gives Victory to Freedom of Contract
The Delaware Chancery Court recently issued its opinion in Fisk Ventures, LLC v. Segal, which I predict will be cited often by scholars and practitioners alike as part of the ongoing discussion about the difference between applying fiduciary duty concepts to LLCs–or not–as compared with the conventional application of those duties in the corporate context. […]
Click here to read the complete post