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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Creighton Condon
- Joan Conley
- Isaac Corré
- Arthur Crozier
- Ariel Deckelbaum
- Deb DeHaas
- John Finley
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- Jack B. Jacobs
- Jeffrey Kochian
- Paula Loop
- David Millstone
- Theodore Mirvis
- Toby Myerson
- Morton Pierce
- Philip Richter
- Barry Rosenstein
- Paul Rowe
- Marc Trevino
- Daniel Wolf
Programs Faculty & Senior Fellows
- Lucian Bebchuk
- Alon Brav
- Robert Charles Clark
- John Coates
- Alma Cohen
- Stephen M. Davis
- Allen Ferrell
- Jesse Fried
- Oliver Hart
- Ben W. Heineman, Jr.
- Scott Hirst
- Howell Jackson
- Wei Jiang
- Reinier Kraakman
- Robert Pozen
- Mark Ramseyer
- Mark Roe
- Robert Sitkoff
- Holger Spamann
- Guhan Subramanian
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi
The Securities Act of 1933 provides for concurrent federal and state jurisdiction. Securities Act claims were historically litigated in federal court, but in 2015 plaintiffs began filing far more frequently in state court where dismissals are less common and weaker claims more likely to survive. D&O insurance costs for IPOs have since increased significantly. Today, […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, Fiduciary duties, Forum selection, Jurisdiction, Section 11, Securities Act, Securities litigation, State law, U.S. federal courts
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New Policy for Shareholder Proposal Rule
Staff may not take a position or may respond orally to some no-action requests On September 6, the SEC staff announced a new policy regarding its administration of the shareholder-proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934. As before, the staff will monitor and provide informal guidance regarding shareholder proposals submitted pursuant […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Exchange Act, No-action letters, Proxy advisors, Rule 14a-8, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder proposals
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Accounting Firms, Private Funds, and Auditor Independence Rules
The SEC recently charged a large public accounting firm (Accounting Firm) with violations of its auditor independence rules (Independence Rules) in connection with more than 100 audit reports involving at least 15 audit clients, including several private funds. According to the SEC’s order, the Accounting Firm represented that it was “independent” in audit reports issued […]
Click here to read the complete postWords Speak Louder Without Actions
Information and control rights are central aspects of leadership, management, and corporate governance. In practice, communication of private information and intervention in the decision-making process are common remedies for information asymmetries and conflicts of interest in a wide range of situations. The interplay between communication and intervention, however, is little understood. In my article, Words […]
Click here to read the complete postSetting Directors’ Pay Under Delaware Law
The Delaware Chancery’s refusal to dismiss a derivative allegation in a suit claiming that Goldman Sachs directors were paid excessively may soon provide a decision that offers companies guidance on setting board of director pay (Stein v. Blankfein, Court of Chancery of the State of Delaware, C.A. No. 2017-0354-SG (Del. Ch. May. 31, 2019). This guidance […]
Click here to read the complete postTrends in Executive Compensation
Executive compensation is not only a consideration close to the pocket book of CFOs but also a topic of increasing importance to managements and boards. As major economies show signs of recovering from the 2008 recession, compensation can become more decisive to retaining and motivating critical senior executive talent. But, executive compensation also continues to […]
Click here to read the complete postModernizing Bank Merger Review
The biggest irony of the 2008 financial crisis is that the market crash was both initially triggered and ultimately alleviated by massive bank mergers. A wave of mergers by Bank of America, Citigroup, JPMorgan, and Wells Fargo in the late 1990s created the “too big to fail” banks that became so central to the crisis. […]
Click here to read the complete post2019 Proxy Season Recap and 2020 Trends to Watch
Overview At first glance, the patterns and trends of the 2019 proxy season don’t seem to indicate shifts that are beyond marginal in terms of proxy voting impact. But in closer analysis, in conjunction with recent investor behavior and industry trends (e.g., Business Roundtable Statement on the Purpose of a Corporation signed by 181 CEOs […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, IPOs, ISS, Pay for performance, Proxy advisors, Proxy season, Say on pay, Shareholder elections, Shareholder proposals
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Reforming Pensions While Retaining Shareholder Voice
In my article, Reforming Pensions While Retaining Shareholder Voice, published in the Boston University Law Review as part of the symposium on Institutional Investor Activism in the 21st Century: Responses to A Changing Landscape, I argue that the ongoing shift in the public sector from defined benefit to defined contribution pension plans is taking place […]
Click here to read the complete postIs Your Board Accountable?
Shareholders and regulators across the globe are demanding improvements in board oversight of corporate culture. Institutional investors seek to better understand companies’ approaches to human capital management (“HCM”), tone at the top, and the attendant reputational risks. Corporate culture is a business issue for companies and their boards. The new generation of workers weighs workplace […]
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