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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Supreme Court Confirms that “All” Evidence Rebutting Price Impact Must Be Considered on Motions to Certify Securities-Fraud Classes
Over the past decade, as we have noted, the Supreme Court has guided lower courts on how they should evaluate defense challenges to efforts by shareholder plaintiffs to certify putative classes in federal securities-fraud claims against corporate issuers. On Monday, the Court waded back into these troubled waters, emphasizing that lower courts must consider “all […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Basic, Class actions, Fraud-on-the-Market, Goldman Sachs, Securities fraud, Securities litigation, Supreme Court
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A Critique of the Insider Trading Prohibition Act of 2021
The Insider Trading Prohibition Act (“Act”) passed the U.S. House of Representatives by a wide bipartisan margin on May 18, 2021, and is now awaiting Senate action. The Act’s proponents claim that the bill makes only modest changes in the definition of insider trading as it has been developed in the courts, while at the […]
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Posted in Academic Research, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Inside information, Insider trading, Insider Trading Prohibition Act, Liability standards, Rule 10b-5, Securities enforcement, Securities regulation
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Early Insights to 2021 Annual General Meetings Annual Corporate Governance Review
Introduction With only one month remaining in the 2021 proxy season, an examination of early voting statistics among Russell 3000 companies reveals that investors’ heightened focus on environmental, social and governance (ESG) risks and opportunities are having a meaningful impact on the 2021 season. This is not surprising, given the continued focus paid to this […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Stakeholders, Sustainability
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Why ExxonMobil’s Proxy Contest Loss is a Wakeup Call for all Boards
Over the past five years, the largest institutional investors have been increasingly vocal and specific about their expectations of boards and directors regarding board composition and ESG. Despite this, they have rarely acted on those concerns when it comes to director voting. However, the ExxonMobil proxy fight may be a sign things have changed. Twenty […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Proxy contests, Shareholder voting, Stakeholders, Sustainability
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Chancery Denies Corwin Cleansing In Light of Process Concerns
Last month Vice Chancellor Zurn issued a significant, 200+ page decision on a motion to dismiss filed by defendants in the ongoing Pattern Energy transaction litigation, captioned In re Pattern Energy Group Inc. Stockholders Litigation, C.A. No. 2020-0357-MTZ. As we previously reported, class actions had been filed in Chancery Court and Delaware Federal District Court following the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions
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Statement by Commissioner Peirce on the IFRS Foundation’s Proposed Constitutional Amendments Relating to Sustainability Standards
The International Financial Reporting Standards (“IFRS”) Foundation oversees the International Accounting Standards Board, one of the world’s preeminent accounting standard-setters. In recent months, the IFRS Foundation’s gaze has drifted to sustainability reporting. In September 2020, the IFRS Foundation began formally exploring the creation of an International Sustainability Standards Board under the Foundation’s governance structure. Earlier […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Disclosure, ESG, Financial reporting, International governance, SEC, Securities regulation, Sustainability
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Key Considerations for Companies Looking to Integrate ESG and DE&I Into Compensation Programs
Eager to give greater attention to stakeholders beyond investors, corporate boards have been adding environmental, social and governance (ESG) issues to their agenda. Prompted by institutional investors and proxy advisors—and from other stakeholder groups— they’ve begun considering translating those concerns into their executive pay packages. At Semler Brossy, we’ve seen a dramatic increase in client […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Diversity, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures
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The False Hope of Stewardship in the Context of Controlling Shareholders: Making Sense Out of the Global Transplant of a Legal Misfit
The 2008 Global Financial Crisis (GFC) rocked the foundation of the United Kingdom’s financial system. As the dust settled, the UK tried to figure out what went wrong. An autopsy of UK corporate governance revealed that it had developed an acute problem. Institutional investors had come to collectively own a substantial majority of the shares […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Financial Crisis, Institutional Investors, International Corporate Governance & Regulation
Tagged Controlling shareholders, Corporate purpose, ESG, Financial crisis, Institutional Investors, International governance, Short-termism, Stewardship, Stewardship Code, Systemic risk, UK, UK Corporate Governance Code
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Weekly Roundup: June 25–July 1, 2021
Gensler Plans to “Freshen Up” Rule 10b5-1 Posted by Cydney Posner, Cooley LLP, on Friday, June 25, 2021 Tags: Information asymmetries, Inside information, Insider trading, Rule 10b-5-1, SEC, SEC rulemaking, Securities enforcement, Securities regulation The Board Diversity Census of Women and Minorities on Fortune 500 Boards Posted by Carey Oven (Deloitte) and Linda Akutagawa (Leadership Education for Asian Pacifics), on Friday, June 25, 2021 Tags: Board […]
Click here to read the complete postRights Offers and Delaware Law
Under Delaware law, a securities issuance by a public or private firm in which all investors may participate pro rata (a “rights offer”) is generally seen as treating corporate insiders and existing outside investors alike. This view makes it difficult for nonparticipating outsiders to prevail on a “cheap-issuance” claim: that the insiders sold themselves cheap […]
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Posted in Academic Research, Accounting & Disclosure, HLS Research, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware articles, Delaware law, Equity offerings, Information asymmetries, Inside information, Private firms, Rights offers, Securities enforcement
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