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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
Breach of Fiduciary Duties in Administering Defined Contribution Plans
On July 2, 2021, the US Supreme Court granted certiorari in Hughes v. Northwestern University, No. 19-1401, to address the pleading standard that applies to breach of fiduciary duty claims under the Employee Retirement Income Security Act of 1974 (ERISA). Hughes is one of now hundreds of cases filed in recent years against the company sponsors and fiduciaries […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged ERISA, Fiduciary duties, Institutional Investors, Pension funds, Retirement plans, Supreme Court
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Presidio Shines Light on Key Delaware Deal Litigation Trends and Topics
In Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and Presidio’s controlling stockholder arising out of the sale of Presidio, while sustaining claims against Presidio’s Chairman/CEO, the buyer (Buyer) and Presidio’s financial […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Securities litigation
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Addressing the Consultation Conundrum
Key points Recent UK government consultations have the common aim of reinforcing the UK’s position as a world-class investment destination, but they approach that aim with differing priorities. In responding to these consultations, UK shareholders—who overall are staunch defenders of the “one share one vote” principle—are carefully weighing up the costs and benefits of giving […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Capital structure, Controlling shareholders, Dual-class stock, Institutional Investors, International governance, Stakeholders, UK
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Chair Gensler’s Insight on the SEC’s New Regulatory Agenda
In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His statement and the agenda show that new public company disclosures will be at the forefront of upcoming and pending rulemakings. In response […]
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Posted in Corporate Elections & Voting, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, ESG, Proxy plumbing, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Strengthening Internal Controls: What Do Investors Need?
Robust controls over financial reporting enhances trust in business and improves reporting quality. The UK already has requirements in this area but there is widespread agreement among users of financial reporting that there is much room for improvement. In March, the long-awaited consultation on ‘Restoring Trust in Audit and Corporate Governance’ was published by the […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Accounting standards, Financial reporting, Internal auditors, Internal control, International governance, Sarbanes–Oxley Act, SOX, UK
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Weekly Roundup: July 9-15, 2021
The U.S. Moving Toward Adopting New Climate Disclosures Posted by J. Paul Forrester, Andrew Olmem, and Christina Thomas, Mayer Brown LLP, on Friday, July 9, 2021 Tags: Climate change, Corporate Governance Improvement and Investor Protection Act, Cybersecurity, Environmental disclosure, ESG, Human capital, Risk disclosure, SEC, Securities regulation, Stakeholders Ripples of Responsibility: How Long-Term Investors Navigate Uncertainty With Purpose Posted by Matthew Leatherman, Ariel Babcock, and Victoria […]
Click here to read the complete postNew OECD Corporate Governance Reports and the G20/OECD Principles of Corporate Governance
The Organisation for Economic Co-operation and Development (OECD) has just issued two major new reports—The Future of Corporate Governance in Capital Markets Following the COVID-19 Crisis, and the 2021 edition of the OECD Corporate Governance Factbook—that will serve as key references for the OECD’s upcoming review and revisions to the G20/OECD Principles of Corporate Governance. […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Diversity, ESG, International governance, Long-Term value, OECD, Stakeholders, Sustainability
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Compensation Disclosures and Strategic Commitment: Evidence from Revenue-Based Pay
Some firms appear to structure their executives’ incentives as strategic weapons, designed to soften competition from industry rivals. In particular, firms incorporate revenue-based pay into their executives’ pay plans when doing so is most effective at making rivals back off. This approach to executive compensation is consistent with the theory of “strategic delegation,” and suggests […]
Click here to read the complete postSupreme Court’s Vacation of Class Certification Order in Decades-Long Class Action
On June 21, 2021, the United States Supreme Court issued a decision in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, vacating a decision of the Second Circuit that affirmed certification of a securities fraud class action against The Goldman Sachs Group, Inc. The Court directed the Second Circuit to consider the “generic” nature […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Basic, Class actions, Fraud-on-the-Market, Goldman Sachs, Halliburton, Institutional Investors, Pension funds, Securities fraud, Securities litigation, Supreme Court
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