Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Recent SPAC Shareholder Suits in New York State Courts: The Beginning Wave of SPAC Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 23, 2021

Key Points Between September 2020 and March 2021, at least 35 SPACs have been hit with one or more shareholder lawsuits filed in New York state court. These lawsuits generally allege that SPAC directors breached their fiduciary duties to shareholders by providing allegedly inadequate disclosures regarding proposed de-SPAC mergers. Some of these lawsuits also assert […]

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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , | Comments Off on Recent SPAC Shareholder Suits in New York State Courts: The Beginning Wave of SPAC Litigation

Weekly Roundup: April 16–22, 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 23, 2021

Interest in SPACs is Booming…and So is the Risk of Litigation Posted by Stephen Fraidin, Gregory P. Patti, Jr. and Jason Halper, Cadwalader, Wickersham & Taft LLP, on Friday, April 16, 2021 Tags: Boards of Directors, Capital formation, Merger litigation, Mergers & acquisitions, Proxy disclosure, SEC, SEC enforcement, Securities litigation, SPACs Statement by Commissioner Peirce on Rethinking Global ESG Metrics Posted by Hester M. Peirce, […]

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A New Theory of Material Adverse Effects

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 22, 2021

In a paper forthcoming in Business Lawyer, I propose a new, systematic understanding of material adverse effects that resolves the major outstanding problems in the Delaware caselaw on MAEs. As is well known, business combination agreements almost never define the phrase “material adverse effect,” and so the meaning of that key expression derives primarily from […]

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Acting Director of SEC’s Corp Fin Issues Statement on Disclosure Risks Arising from De-SPAC Transactions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 22, 2021

Last week, John Coates, the Acting Director of the SEC’s Division of Corporation Finance (“Corp Fin”), released a statement discussing liability risks in de-SPAC transactions. The statement focused in particular on the concern that companies may be providing overly optimistic projections in their de-SPAC disclosures, in part based on the assumption that such disclosures are […]

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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Acting Director of SEC’s Corp Fin Issues Statement on Disclosure Risks Arising from De-SPAC Transactions

Was Milton Friedman Right about Shareholder Capitalism?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 21, 2021

Michael Strain: Good afternoon, I’m Michael Strain, Director of Economic Policy Studies at the American Enterprise Institute, and I want to start by thanking you all for joining this discussion of shareholder capitalism. Fifty years ago last month, economist and Nobel laureate Milton Friedman published his famous essay in The New York Times Magazine arguing […]

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Posted in Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , , | Comments Off on Was Milton Friedman Right about Shareholder Capitalism?

The Giant Shadow of Corporate Gadflies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 21, 2021

Modern-day shareholders influence corporate America more than ever before. From demanding greater accountability of executives to lobbying for a variety of social and environmental policies, shareholders today have the power to alter how American companies are run. Indeed, much attention has been directed towards the rise of large institutional investors and their influence on corporate […]

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Posted in Academic Research, Corporate Elections & Voting, ESG, HLS Research, Institutional Investors | Tagged , , , , , , , | 1 Comment

How Much Do We Trust Staggered Difference-in-Differences Estimates?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 20, 2021

Difference-in-differences (DiD) has been the workhorse statistical methodology for analyzing regulatory or policy effects in applied finance, law, and accounting research. A generalized version of this estimation approach that relies on the staggered adoption of regulations or policies (e.g., across states or across countries) has become especially popular over the last two decades. For example, […]

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The Activism Vulnerability Report Q4 2020

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 20, 2021

Introduction & Market Update FTI Consulting’s Activism and M&A Solutions team welcomes our clients, friends and readers to our sixth quarterly Activism Vulnerability Report, documenting the results of our Activism Vulnerability Screener from the recent fourth quarter of 2020, as well as other notable trends and themes in the world of shareholder activism and engagement. […]

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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , , , | Comments Off on The Activism Vulnerability Report Q4 2020

SEC Approves NYSE’s Amended “Related Party” and “20%” Stockholder Approval Rules

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 20, 2021

On April 2, 2021, the Securities and Exchange Commission approved, on an accelerated basis, an amended proposal by the NYSE to amend certain of its stockholder approval rules set forth in the NYSE Listed Company Manual (“NYSE Manual”). The formal approval comes after the NYSE instituted a temporary waiver of these rules due to the […]

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How Boards Can Get Human Capital Management Right in Five (Not So) Easy Steps

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 19, 2021

At the outset of the pandemic, employees were the top priority of boards, second only to continued liquidity. That focus intensified during the social unrest following the death of George Floyd. Now, the SEC’s new disclosure rules on human capital management (HCM) could further reinforce the focus on workers—at least temporarily. Boards will soon face […]

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