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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
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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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. […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, ISS, Performance measures, Proxy advisors, Sustainability
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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 […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Financial reporting, Information asymmetries, Inside information, Insider trading, Market reaction, Materiality, Securities enforcement
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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 […]
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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
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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 […]
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Posted in Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Hedge funds, Institutional Investors, Mergers & acquisitions, Ownership, Schedule 13F, Shareholder activism
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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 […]
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Posted in Academic Research, Empirical Research
Tagged Blockchain, Financial technology, Human capital, Innovation, Labor markets
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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 […]
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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
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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 […]
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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
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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, […]
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