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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
Cybersecurity Oversight and Defense — A Board and Management Imperative
This past weekend, criminal ransomware cyberattacks drove the shutdown of one of America’s largest pipelines for refined gasoline, diesel fuel, and jet fuel as a precautionary means of containing the impact of the breach, highlighting the vulnerability of the nation’s energy infrastructure. Recent reports indicate that more than two dozen other company victims across a […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Cybersecurity, Privacy, Risk, Risk disclosure, Risk oversight
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Weekly Roundup: May 7–13, 2021
As Strategic Financial Institutions Mergers Thrive, Lessons from the Boston Private Merger Proxy Contest Posted by Edward D. Herlihy and Jacob A. Kling, Wachtell, Lipton, Rosen & Katz, on Friday, May 7, 2021 Tags: Banks, Boards of Directors, Financial institutions, Mergers & acquisitions, Shareholder activism, Shareholder voting How Should Performance Signals Affect Contracts? Posted by Pierre Chaigneau (Queen’s University), Alex Edmans (London […]
Click here to read the complete postTen Years After: From the UN Guiding Principles to Multi-Fiduciary Obligations
While American commentators continue to debate whether the “repurposing” of the corporation is virtue signaling or more fundamental, and whether ESG investing is real, a bubble, or an artifact of bad measurement, Europe is launching a regulatory revolution that, if seen through successfully, will fundamentally reshape the social construct of the large corporation. The European […]
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Posted in Academic Research, Accounting & Disclosure, ESG, International Corporate Governance & Regulation
Tagged Corporate purpose, ESG, Europe, Human rights, International governance, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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Lessons from TEGNA’s Second Straight Proxy Fight Win
On May 7, 2021, at TEGNA Inc.’s contested annual meeting, shareholders demonstrated their strong confidence in the company by re-electing all twelve of the incumbent nominees and none of the three nominees proposed by hedge fund Standard General, which owned 7% of TEGNA’s shares. The dissident hedge fund had run a short slate of four […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Boards of Directors, Diversity, ESG, Proxy contests, Proxy fights, Shareholder activism, Shareholder voting
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Environmental, Social, and Governance Theory: Defusing a Major Threat to Shareholder Rights
The concept known as environmental, social, and governance (ESG) theory has a long history of similar, predecessor concepts both in academic literature and in the business world. For over a century, critics of the market economy, largely inspired by progressive political goals, have argued that for-profit corporations should not limit themselves to seeking profits for […]
Click here to read the complete postHow to Regulate De-SPACs as IPOs
On April 8, 2021, John Coates, the Acting Director of the SEC’s Division of Corporation Finance, issued a statement on “SPACs, IPOs and Liability Risk under the Securities Laws” (discussed on the Forum here). It thoughtfully raises several important questions regarding the future regulation of SPACs. One such question is whether the SEC should treat […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Regulation
Tagged Capital formation, IPOs, Mergers & acquisitions, SEC, SEC rulemaking, Securities regulation, SPACs, Special purpose vehicles
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Tower Versus Tower: Implications of SPAC Shareholder Litigation for the D&O Insurance World
Historically, bubbles are followed by suits. After the Dot-Com Boom came the Dot-Com Bust, along with years of shareholder litigation. Ditto for the Credit Crunch. As we emerge from The Lockdown, SPACs are enjoying roaring popularity in the capital markets. Presumably, at some point the market will turn. Some SPACs no doubt will perform well […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorneys' fees, Bankruptcy, D&O insurance, Insurance, Merger litigation, Mergers & acquisitions, Securities litigation, Settlements, Shareholder suits, SPACs
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The Promise of Diversity, Inclusion, and Punishment in Corporate Governance
In a recent trend, “governance inclusion mandates” intercede directly in internal corporate governance by requiring specific changes to board membership. Some are “constituency mandates,” which add representatives of a specific constituency to the board; an example is the Accountable Capitalism Act, a plank of Senator Elizabeth Warren’s recent presidential bid, which would require 40% of […]
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Posted in Academic Research, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Accountable Capitalism Act, Board composition, Boards of Directors, California, Compliance & ethics, Diversity, ESG, Misconduct, Stakeholders, State law
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FinCEN Commences Rulemaking Process for Implementation of Corporate Transparency Act Requiring Disclosure of Beneficial Ownership Information
On April 5, 2021, the Financial Crimes Enforcement Network, a bureau of the United States Department of the Treasury (“FinCEN” and “Treasury,” respectively) issued an advance notice of proposed rulemaking (“ANPRM”) beginning the process of implementing regulations under the Corporate Transparency Act (“CTA”). Enacted by Congress on Dec. 31, 2020, as part of the National […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Beneficial owners, Corporate Transparency Act, Disclosure, Financial regulation, FinCEN, LLCs, Securities enforcement, Securities regulation, Transparency
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