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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
Does Common Ownership Really Increase Firm Coordination?
In recent years, academics and regulators have raised concerns about the high levels of common ownership within U.S. firms. The argument is that common owners—that is, investors holding stakes in multiple firms within a single industry—have incentives to discourage competition among industry rivals in their portfolios. Common ownership has increased steadily over the past few […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Antitrust, Blockholders, Common ownership, Index funds, Institutional Investors, Ownership
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Caremark Developments and the Imperative of Regular Risk Review
Every day, the litigation environment reinforces the imperative for boards of directors to regularly review key enterprise risks. In a recently filed complaint, stockholders of NiSource, Inc, a natural gas supplier, sued to hold the company’s directors liable for breach of fiduciary duty arising out of a tragic 2018 pipeline accident that caused one fatality, […]
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Posted in Academic Research, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Caremark, Compliance & ethics, Director liability, Liability standards, Oversight, Risk, Risk disclosure, Risk oversight, Securities litigation
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Weekly Roundup: May 14–21, 2021
Cybersecurity Oversight and Defense — A Board and Management Imperative Posted by John F. Savarese, Sarah K. Eddy, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Friday, May 14, 2021 Tags: Cybersecurity, Privacy, Risk, Risk disclosure, Risk oversight Materiality: The Word that Launched a Thousand Debates Posted by Janine Guillot and Jeffrey Hales, Sustainability Accounting Standards Boards (SASB), on Friday, […]
Click here to read the complete post2021 Proxy Season Issues and Early Voting Trends
With the proxy season in full swing, this post looks at the issues and trends that thus far have defined the 2021 season. Takeaways Director Elections Year-over-year average investor support for directors remains statistically unchanged at 95.6% compared to last year’s support level at this time, however, many expect support levels to drop as the […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, ESG, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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The Case for a Best Execution Principle in Cross-Border Payments
Cross-border payments are typically slow, with poor transparency, limited access, and much higher overall costs than domestic payments. Our new paper analyzes how the best execution principle, developed in the context of securities and derivatives regulation, should be applied to cross-border payments. Under this principle, financial institutions would be legally required to provide the most […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Banks, Blockchain, Cross-border transactions, Financial institutions, Financial regulation, Financial technology, International governance, Securities regulation
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Court of Chancery Finds Pandemic Was Not an MAE—Snow Phipps
The Delaware Court of Chancery has issued its much anticipated post-trial decision in Snow Phipps Group, LLC v. KCake Acquisition, Inc. (April 30, 2021), which involved private equity firm Kohlberg’s attempted termination of its $550 million deal to acquire DecoPac, Inc. from private equity firm Snow Phipps. Kohlberg contended that the COVID-19 pandemic constituted a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, Contracts, Covenants, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Is Public Equity Deadly? Evidence from Workplace Safety and Productivity Tradeoffs in the Coal Industry
Privately held and publicly traded firms are responsible for roughly equal portions of U.S. economic output, but are subject to extremely large differences in agency and financial frictions, which can lead to significant variation in corporate policies and real outcomes. Using detailed asset-level data from the U.S. coal industry, our paper examines how listing related […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Decision-making, Human capital, Information asymmetries, Management, Ownership structure, Private firms, Public firms, Risk
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Chalking Up a Victory for Deal Certainty
Last Friday [April 30, 2021], soon-to-be Chancellor McCormick issued a decision in Snow Phipps Group, LLC v. KCake Acquisition, Inc. that ordered the defendant buyers to specifically perform their agreement to acquire DecoPac Holdings, Inc. (“DecoPac” or the Company), which sells cake decorations and technology for use in supermarket bakeries. The 125-page decision, which opens […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Keynote Address by Commissioner Crenshaw on Minding the Data Gaps
Good afternoon. It’s great to be here at the annual Conference on Financial Market Regulation. I’ve enjoyed the discussions so far, and I am looking forward to hearing more. And I want to welcome Jessica Wachter, our new Chief Economist, to the SEC. I am very pleased that you are joining us, and I am […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Audit trail, Disclosure, Form CRS, Information asymmetries, Information environment, Investor protection, Regulation Best Interest, Regulation D, SEC, Securities regulation
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