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HLS Faculty & Senior Fellows
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
Five Elements of Activist Stewardship: Insights from Two Letters
Engine No. 1 and Elliott Advisors each invested millions of dollars to do careful and in-depth analyses prior to launching their campaigns to improve the performance of ExxonMobil and GSK, respectively. While Engine No. 1’s campaign has been successfully concluded, Elliott’s is still in its fairly early stages. Nevertheless, some insights can be gained by […]
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Posted in Academic Research, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Climate change, Engine No. 1, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Proxy contests, Shareholder activism, Shareholder voting, Sustainability
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The Small, Young Company Board
Small companies, big challenges Small, growing companies can be faced with numerous challenges in addition to those noted. These challenges may include: Thin trading volume Limited or no interest on the part of equity research analysts The absence, or the immaturity and/or lack of sophistication, of internal controls, disclosure controls, and other processes for timely, […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board dynamics, Board oversight, Board performance, Boards of Directors, Small firms
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Weekly Roundup: July 23-29, 2021
EESG Activism After ExxonMobil Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, July 23, 2021 Tags: Boards of Directors, Climate change, Engine No. 1, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability Corporate Governance in the Face of an Activist Investor Posted by Jonathan R. Macey (Yale), on Friday, July 23, 2021 Tags: Boards of […]
Click here to read the complete postRemarks by Chair Gensler Before the Principles for Responsible Investment “Climate and Global Financial Markets” Webinar
Thank you, Fiona, for the kind introduction. It’s good to be here with the Principles for Responsible Investment. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of the Commission or the SEC’s staff. So what does the SEC have to do with climate? Before we […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, SEC, Securities regulation, Sustainability
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Does Socially Responsible Investing Change Firm Behavior?
Over the last decade, investors have shown a growing appetite for socially responsible investing (SRI). SRI funds, who advertise that they care about environmental and social issues in addition to maximizing returns, have more than doubled their assets under management. This trend is consistent with the proposals of some academics (e.g. Bérnabou and Tirole (2010) […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors
Tagged Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Responsible investing, Stakeholders, Sustainability
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Delaware Supreme Court’s Response to Chancery for Turning Away Stockholder’s Claims
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius —that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification for their conduct—has received little attention from the Delaware Supreme Court. Delaware’s highest court has not mentioned the Blasius test […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder voting
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SEC’s Recent Decision Regarding “Qualified Client” Status
The U.S. Securities and Exchange Commission recently issued an Order raising the “net worth test” from $2.1 million to $2.2 million and raising the “assets under management test” from $1 million to $1.1 million for purposes of the “qualified client” definition in Rule 205-3 under the Investment Advisers Act of 1940. The new thresholds are […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Investment advisers, Investment Advisers Act, Investor protection, SEC, SEC rulemaking, Securities regulation
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Supreme Court’s Impending Decision Concerning Whether PSLRA Discovery Stay Applies in State Court
Key Points: While federal district courts have consistently applied the Private Securities Litigation Reform Act (PSLRA) automatic stay to halt discovery until a determination that the complaint states a viable claim for relief, state trial courts have been divided as to whether that stay applies to actions filed in state court. If the Supreme Court […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged California, Discovery, Jurisdiction, PSLRA, Securities litigation, State law, Supreme Court, U.S. federal courts
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Spotlight on Boards and Board Oversight of Business Strategy and Risk Management in a Post-Pandemic World
In order to advise our clients we try to closely follow emerging and changing issues, developments and problems. In reviewing the matters we have been dealing with and the memos we have written in the past two years, we thought it would be helpful to list the high-profile stand-out issues for attention in the C-suite […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board oversight, Boards of Directors, Climate change, COVID-19, Cybersecurity, Diversity, ESG, Human capital, Management, Risk, Risk oversight, Stakeholders, Sustainability
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