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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
Supreme 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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First Independent Report on Proxy Voting Advisory Firm Best Practices
All six of the world’s leading proxy voting advisors have met best practice industry standards for service quality, integrity, and communications, according to a first-ever assessment by an impartial international panel composed of investors, company executives, and academics. However, in its debut annual report released July 1, the Independent Oversight Committee (IOC) also called on […]
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Posted in Corporate Elections & Voting, HLS Research, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESMA, Glass Lewis, Institutional Investors, International governance, ISS, Oversight, Proxy advisors, Shareholder voting
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Don’t Take Their Word For It: The Misclassification of Bond Mutual Funds
Information acquisition is costly for investors—the exact cost of which depending on timing, location, a person’s private information set, etc. To this end, delegated portfolio management is the predominant way in which investors are being exposed to both equity and fixed income assets. With over 16 trillion dollars invested, the US mutual fund market, for […]
Click here to read the complete postWhat Companies Need to Know About Modern Ransomware Attacks and How to Respond
Ransomware is an escalating and evolving cybersecurity threat facing organizations around the world. In 2020, ransomware attacks increased seven-fold by year end, with over 17,000 devices detecting ransomware each day. As an added challenge, ransomware is more sophisticated than ever before with modern variants designed to inflict immense damage and perpetrators demanding higher payouts. In […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Bitcoin, Cryptocurrency, Cybersecurity, Privacy, Ransomware, Risk, Risk management
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Say on Pay: Approval Slides as CEO Pay Rises
Over the past year, COVID-19 has been the driving force behind shifting trends in corporate governance. With large unemployment rates at the beginning of the pandemic (13.8% in May 2020), a declining stock market and vast uncertainty, it has been a historical time to track whether the world’s most powerful executives would feel similar effects […]
Click here to read the complete postVenture Capital’s “Me Too” Moment
Over the last seventy years, female labor market participation has increased significantly. Women’s representation in highly compensated occupations such as law, medicine, consulting, and investment banking has steadily improved. Yet, the gender diversity in venture capital has lagged significantly behind: On average, only about 8% of venture capital investors hired are women over the past […]
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Posted in Academic Research, Empirical Research, ESG, Private Equity
Tagged #MeToo, Compliance & ethics, Corporate culture, Diversity, ESG, Private equity, Reputation, Stakeholders, Venture capital firms
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Delaware Supreme Court Provides Guidance Regarding D&O Liability Insurance Coverage
The Delaware Supreme Court has issued two decisions over the past year that provide important guidance about directors’ and officers’ (D&O) liability insurance coverage. In RSUI Indemnity Company v. Murdock, the Supreme Court affirmed decisions holding that losses due to the fraudulent actions of an officer or director of a Delaware corporation are insurable under […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Choice of Law, Contracts, D&O insurance, Delaware cases, Delaware law, DGCL Section 262, Forum selection, Liability standards, Merger litigation, Mergers & acquisitions
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CEO Compensation: Evidence From the Field
In our paper, CEO Compensation: Evidence from the Field, which was recently made available on SSRN, we survey over 200 directors of FTSE All-Share companies and over 150 investors in UK equities on how they design CEO pay packages: their objectives, the constraints they operate under, and the factors they take into account. The answers […]
Click here to read the complete postSEC Enforcement Action Highlights Need for Internal Communications About Cybersecurity Problems
The Securities and Exchange Commission (SEC) announced a settled enforcement action on June 15 against a company for violating the requirement that public companies have controls and procedures to ensure that they make required disclosures in SEC filings. According to the SEC’s order, a cybersecurity journalist informed the company of a vulnerability in a proprietary application that the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Form 8-K, Risk disclosure, SEC, SEC enforcement, SEC rulemaking, Securities enforcement
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A Private Fund’s Guide to ESG Compliance
The U.S. Securities and Exchange Commission (SEC) has recently turned its attention to private fund managers that consider Environmental, Social and Governance (ESG) factors as part of their process for selecting portfolio investments. The SEC’s primary focus is on “greenwashing,” the practice of conveying a false image to investors that a product is ESG-friendly. The […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Disclosure, ESG, Institutional Investors, Mutual funds, Private funds, SEC, Securities regulation
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