-
Supported By:
Subscribe or Follow
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
ESG Matters II
ESG has been buzzing around the investing lexicon for the better part of two decades now, and for good reason, because ESG Matters. In our most recent white paper we highlight just how important ESG is in financial analysis by showing is that High-ESG + High-EVA firms add Alpha. ESG—Environment, Social, and Governance—has gone mainstream. […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, ISS, Performance measures, Proxy advisors, Sustainability
Comments Off on ESG Matters II
Determinants of Insider Trading Windows
At most publicly traded firms, an insider trading policy (ITP) establishes a pre-specified open trading window each quarter when insiders are allowed to trade, which dictates a corresponding “blackout” period in which they are prohibited from doing so. The typical trading window begins 2-3 trading days after the previous quarter’s earnings release and ends approximately […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Financial reporting, Information asymmetries, Inside information, Insider trading, Market reaction, Materiality, Securities enforcement
Comments Off on Determinants of Insider Trading Windows
Silicon Valley Venture Capital Survey – First Quarter 2021
Background Our survey analyzed the terms of 259 venture financings closed in the first quarter of 2021 by companies headquartered in Silicon Valley. Key Findings Valuation results continued their momentum, reaching historical highs Up rounds exceeded down rounds 85% to 10%, with 5% flat in Q1 2021, a decrease from the prior quarter when up […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Private Equity
Tagged Capital formation, Dual-class stock, Equity-based compensation, Institutional Investors, IPOs, Private equity, Tech companies
Comments Off on Silicon Valley Venture Capital Survey – First Quarter 2021
Lazard’s Q1 2021 13F Filings Report
Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100 million of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or holdings of […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Hedge funds, Institutional Investors, Mergers & acquisitions, Ownership, Schedule 13F, Shareholder activism
Comments Off on Lazard’s Q1 2021 13F Filings Report
Surviving the Fintech Disruption
Advances in financial technology (fintech) are reshaping the landscape of financial services in the United States and globally. The term “fintech” refers to technology and innovation that aim to compete with traditional methods and channels for the delivery of financial services. Telecommunications and information technology have been adopted by financial service providers to create new […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Blockchain, Financial technology, Human capital, Innovation, Labor markets
Comments Off on Surviving the Fintech Disruption
Corwin Doctrine Remains Powerful Antidote to Post-Closing Stockholder Deal Litigation
The Delaware Court of Chancery this week dismissed post-closing merger litigation in deference to an informed and uncoerced stockholder vote. In re GGP, Inc. Stockholder Litig., C.A. No. 2018-0267-JRS (Del. Ch. May 25, 2021). In 2018, Brookfield Property Partners acquired the 65% of shares of GGP, Inc. that it did not already own. Before opening […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Blockholders, Controlling shareholders, Corwin, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Shareholder voting
Comments Off on Corwin Doctrine Remains Powerful Antidote to Post-Closing Stockholder Deal Litigation
Internal Investigations, Whistleblowing and External Monitoring
The establishment and use of internal investigations, whistleblowing and external monitoring is a topic of current importance for scholarship, legislation and corporate practice. Internal investigations into (suspected) legal violations by companies, sometimes triggered by whistleblowing and, of late, sometimes tracked by external monitoring are components of corporate compliance. These three information and enforcement channels relate […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, Financial Regulation
Tagged Banks, Compliance & ethics, Debt, Debtor-creditor law, Europe, Financial institutions, Financial regulation, International governance, Misconduct, Oversight, Whistleblowers
Comments Off on Internal Investigations, Whistleblowing and External Monitoring
Carbon, Caremark, and Corporate Governance
Developments this week highlight the urgent imperative for boards and management teams to address climate-related challenges as part of their regular risk assessment practices: A Dutch court held Royal Dutch Shell partially responsible for global warming and ordered the company to reduce its carbon emissions. Engine No. 1, an activist investor laser-focused on climate change, […]
Click here to read the complete postMemo to Corporate Directors: Three Lessons from the Exxon-Mobil Activist Victory
Exxon-Mobil spent $35 million, added new directors, and made promises to do better, all in an effort to defeat the dissident slate nominated by activist fund Engine No. 1. It failed, and, at this writing, Exxon-Mobil has lost at least two seats on the board of directors and votes for two others were still being […]
Click here to read the complete post
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, Shareholder activism, Shareholder voting, Sustainability
Comments Off on Memo to Corporate Directors: Three Lessons from the Exxon-Mobil Activist Victory
Testimony by SEC Chair Gensler Before the Subcommittee on Financial Services and General Government
Good afternoon, Chairman Quigley, Ranking Member Womack, and members of the Subcommittee. I’m honored to appear before you today for the first time as Chair of the Securities and Exchange Commission. Thank you for inviting me to testify on the agency today. Before I begin, I’d like to note that my views are my own, […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Cryptocurrency, Financial technology, Investor protection, IPOs, Mergers & acquisitions, Private funds, SEC, Securities regulation, SPACs
Comments Off on Testimony by SEC Chair Gensler Before the Subcommittee on Financial Services and General Government