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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
Levitt Corp. v. Office Depot, Inc.
The Delaware Court of Chancery recently held in Levitt Corp. v. Office Depot, Inc., that a bylaw restricting business that could be conducted at annual meetings to (i) matters contained in the meeting notice and (ii) matters otherwise properly brought by the board or by stockholders (in accordance with advance notice provisions) did not preclude […]
Click here to read the complete postDOJ Establishes Guidelines For Corporate Monitors
My colleague David B. Anders and I have written a memorandum commenting on the guidance recently provided by the Acting Deputy Attorney General Craig S. Mortford concerning principles that DOJ will now consider when negotiating and finalizing monitor provisions for deferred prosecution arrangements. The DOJ guidance addresses, among other matters, possible criteria for monitor selection, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Institutional monitoring, Non-prosecution agreement
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Public and Private Enforcement of Securities Laws
Editor’s Note: This post is from Howell Jackson of Harvard Law School. On April 14, my co-author Mark Roe and I presented our paper entitled Public and Private Enforcement of Securities Laws: Resource-Based Evidence at the Law and Economics Seminar here at the Law School. Recent academic work in finance has generally found that private […]
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Posted in HLS Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Private enforcement, Public enforcement, Securities regulation
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Treasury Proposes Financial Regulatory Overhaul
Treasury Secretary Henry M. Paulson, Jr. has proposed a sweeping overhaul of the U.S. financial regulatory system that, for the first time, would bring insurance companies, hedge funds, private equity funds, venture capital funds and mortgage originators under direct federal supervision. The proposals, contained in a Blueprint for Financial Regulatory Reform officially released on March […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Financial reform, Treasury Department
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Federal District Court Reaffirms Board Primacy
It is not often that the Southern District of New York (aka The Mother Court) rules on a stockholder derivative case. Here is a recent ruling in which Judge Swain of the SDNY forcefully applied Delaware law in dismissing a stockholder attack on the Morgan Stanley board arising out of management changes in 2005. The […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Disclosure, Shareholder activism, U.S. federal courts
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Responding to Hedge Fund Activism
The Conference Board’s Working Group on Hedge Fund Activism, established in May 2007, recently released a set of proposed recommendations for those public companies and institutional investors who might find themselves involved in an activism campaign mounted by hedge funds. The proposed recommendations are supported by a white paper discussing the Working Group’s findings. The […]
Click here to read the complete postNYCERS v. Apache Corp: Remember Cracker Barrel?
Editor’s Note: This post is from Broc Romanek of TheCorporateCounsel.net. Ah, Cracker Barrel. A decade ago, the biggest Corp Fin-related controversy was the shareholder proposal’s “ordinary business” exclusion basis and the SEC Staff’s Cracker Barrel no-action letter under Rule 14a-8(c)(7) (the basis has since been renumbered to 14a-8(i)(7)). Those were much simpler times. Back then, […]
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Posted in Corporate Elections & Voting, Court Cases, Op-Eds & Opinions, Securities Regulation
Tagged No-action letters, NYCERS v. Apache, SEC, Shareholder proposals
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Delaware Court Upholds Bylaw Amendment that Cuts Off Advancement Rights to Former Directors
On March 28, the Delaware Court of Chancery issued a decision in Schoon v. Troy Corporation, upholding a board-approved bylaw amendment that cut-off advancement rights to a former director. I previously posted here on related litigation between the parties where the court held that directors do not have standing to bring derivative suits. At issue […]
Click here to read the complete postThe Role of the States – Foreign and Domestic
The General Counsel of the Securities and Exchange Commission and Harvard Law School graduate, Brian G. Cartwright, recently gave the Distinguished Scholar Address at Widener University School of Law. Entitled The Role of the States (Foreign and Domestic), the speech addressed the question of what the increasingly global nature of securities markets and business will […]
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Posted in International Corporate Governance & Regulation, Securities Regulation, Speeches & Testimony
Tagged Federalism, Globalization, Securities regulation
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