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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
Do Firms With Specialized M&A Staff Make Better Acquisitions?
Despite the importance of mergers and acquisitions (or just acquisitions for simplicity) for corporations and for the reallocation of capital within the economy, there is still considerable debate on whether firms create value for shareholders with these investments and why so many acquisitions appear to be unsuccessful. In an attempt to understand the drivers of […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Human capital, Mergers & acquisitions, Shareholder value, Takeover premiums
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House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements
The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24, 2021, the U.S. House Committee on Financial Services will hold a hearing regarding SPACs, direct listings, public offerings and investor protections […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Corporate liability, Financial reporting, Investor protection, Liability standards, Mergers & acquisitions, Safe harbor, SEC, Securities regulation, SPACs, US House
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Institutional Investor Survey 2021
Executive Summary We are delighted to publish Morrow Sodali’s sixth annual Institutional Investor Survey (IIS), which canvasses the views and opinions of more than a quarter of the world’s assets under management at a globally significant point in time. Against the backdrop of the COVID-19 pandemic, Environmental, Social and Governance (ESG) impacts at listed public […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Engagement, ESG, Institutional Investors, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Surveys, Sustainability
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Speech by Commissioner Roisman on Addressing Inevitable Costs of a New ESG Disclosure Regime
Putting the Electric Cart before the Horse: Addressing Inevitable Costs of a New ESG Disclosure Regime I. Introduction Thank you to Dan [Bigman] and the Corporate Board Member for inviting me to participate in today’s ESG Board Forum. Of course, the views I express here are my own and do not necessarily represent those of […]
Click here to read the complete postCommissioner Peirce and Commissioner Roisman’s Response to Chair Gensler’s and the Division of Corporation Finance’s Statements Regarding the Application of the Proxy Rules to Proxy Voting Advice
Today [June 1, 2021], Chair Gensler announced that he has directed the SEC staff to consider whether to recommend that the Commission revisit its recent regulatory actions taken with respect to proxy voting advice businesses and its longstanding interpretation of proxy solicitation. Additionally, the staff announced that it will not recommend an enforcement action against […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct
Without a doubt, the trendiest transactions on Wall Street during 2020 and the first half of 2021 were the formation of special purpose acquisition corporations (SPACs) and the follow-on mergers (known as “De-SPAC” transactions) that enable private companies to achieve public company status without the rigors, risks and expenses associated with traditional IPOs. Standard & […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Capital formation, Class actions, Conflicts of interest, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs, Special purpose vehicles
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Weekly Roundup: May 28–June 3, 2021
SEC Regulation of ESG Disclosures Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, May 28, 2021 Tags: Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability Getting Schooled: The Role of Universities in Attracting Immigrant Entrepreneurs Posted by Natee Amornsiripanitch (Yale), Paul A. Gompers (Harvard Business School), and Kaushik Vasudevan (Yale), on Friday, May […]
Click here to read the complete postStatement by SEC Chair Gensler on the Application of the Proxy Rules to Proxy Voting Advice
In September 2019, the Commission issued an interpretation and guidance addressing the application of the proxy rules to proxy voting advice businesses. Last July, the Commission adopted amendments to Rules 14a-1(l), 14a-2(b), and 14a-9 concerning proxy voting advice. I am now directing the staff to consider whether to recommend further regulatory action regarding proxy voting […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Corporate Governance of Banks and Financial Institutions: Economic Theory, Supervisory Practice, Evidence and Policy
Corporate governance was first developed as a concept and field of research for private listed corporations. The idea of developing corporate governance standards spread quickly to other sectors, in particular to banks, insurance companies and other financial institutions. Yet after the financial crisis it turned out that not only banks are special, but so is […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Basel, EU, Europe, Financial institutions, Financial regulation, Hedge funds, International governance, Shareholder primacy, Stakeholders
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Delaware Court of Chancery Green Lights Claims Alleging Loyalty Breaches Tainting Company Sales Process
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1 billion go-private, all-cash sale of Pattern Energy Group Inc. (“Pattern Energy” or the “Company”) to Canada Pension Plan […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Corwin, Delaware cases, Delaware law, Financial advisers, Merger litigation, Mergers & acquisitions
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