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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
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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ESG & Long-Term Disclosures: The State of Play in Biopharma
Executive Summary How much forward-looking information do public companies disclose, including on ESG themes? Do they provide targets and KPIs on themes key to long-term value creation? In this paper, we analyze the accessibility, quantity, and time frame of forward-looking information disclosed by the 25 constituents in the S&P 500 Pharmaceuticals, Biotechnology & Life Sciences […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Corporate purpose, Disclosure, ESG, Human capital, Institutional Investors, Long-Term value, Performance measures, Sustainability
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Tech Companies Come Together on Climate-Related Disclosures
In a comment letter to the Securities and Exchange Commission on June 11, seven well-known tech companies responded to SEC Acting Chair Allison Herren Lee’s March 2021 request for public input on climate change disclosures (see our related blog post). The letter expressed support for consistent reporting by public companies regarding climate-related matters. With acknowledgement […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, Securities regulation, Sustainability, Tech companies
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Keynote Address by Commissioner Lee on Climate, ESG, and the Board of Directors
“You Cannot Direct the Wind, But You Can Adjust Your Sails” Good morning and thank you for the invitation to speak today at the Society for Corporate Governance 2021 National Conference. I’m impressed with your full and informative agenda over the next few days, and I appreciate the important work you do in supporting company […]
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Posted in Boards of Directors, ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Boards of Directors, Climate change, Environmental disclosure, ESG, Risk, Risk disclosure, Sustainability
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How Do Asset Managers Create Subsidies for Certain Firms?
Since the 1980s economists have known that when stocks are added to the S&P 500 index their prices rise. There are now many theories that aim to explain this fact. Yet almost all of the related research has focused on how indices influence asset prices, with much less attention paid to other possible implications. In […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Asset management, Benchmarks, Decision-making, ESG, Fund managers, Index funds, Institutional Investors, Subsidies
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Measuring Up To HCM
Corporate sustainability risks and opportunities have received increasing interest from investors for the past decade. Environmental concerns initially led the list, but attention to human capital has swiftly emerged as an additional focal point of discussion in the boardroom. Investors and other stakeholders are prodding companies to reveal more about their human capital practices and […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Disclosure, ESG, Human capital, Proxy disclosure, Stakeholders, Sustainability
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What Does Codetermination Do?
In liberal market economies such as the United States, firms are controlled ultimately by their shareholders or owners, and (under the dominant legal doctrine of “shareholder primacy”) are governed with the exclusive purpose of maximizing the welfare of those shareholders and owners. By contrast, large firms in many European countries are jointly governed by their […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, ESG, International Corporate Governance & Regulation
Tagged Boards of Directors, Codetermination, ESG, Europe, International governance, Labor markets, Management, Shareholder primacy, Stakeholders
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Alarm.com and the Open Questions Regarding Trade Secret Claims Related To Usurpation of Corporate Opportunities
In a previous memorandum, we discussed a recent Texas Court of Appeals case which held that members of a Delaware LLC can contract around (i.e., waive) the general principle protecting against usurpation of corporate opportunities. See Patterson v. Five Point Midstream Funds I and II, L.P., Case No. 01-19-00-643-CV (Tex. App. Dec. 8, 2020). We […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Charter & bylaws, Confidentiality, Delaware cases, Delaware law, Inside information, Private equity, Securities litigation, Shareholders agreements, Trade secrets
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Comments to the Proposed Amendments to Require the Use of Universal Proxies
Olshan Frome Wolosky LLP (“Olshan”) is pleased to submit its comments to the proposed amendments to the federal proxy rules to require the use of universal proxies in non-exempt solicitations in connection with contested elections of directors as described in Release No. 34-79164 published by the Securities and Exchange Commission (“SEC”) on October 26, 2016. […]
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