-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Investors’ Attention to Corporate Governance
Investors will have strong incentives to pay attention to the corporate governance structures of their portfolio companies if this attention contributes to better portfolio performance. However, because monitoring firms’ governance is costly, it is possible that investors will find it optimal to limit or even fully delegate such oversight to others. Broadly, the objective of […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, ESG, Financial Regulation
Tagged Engagement, ESG, Institutional Investors, Management, Oversight, Proxy advisors, Proxy voting, Shareholder voting
Comments Off on Investors’ Attention to Corporate Governance
New SEC Risk Alert Focuses on ESG-Related Disclosures and Policies
The Division of Examinations (the “Exam Division”) of the U.S. Securities and Exchange Commission (“SEC”) recently published a Risk Alert (the “Risk Alert”) highlighting deficiencies, internal control weaknesses and effective practices identified during recent examinations of investment advisers, registered investment companies and private funds (collectively referred to as “firms”) related to environmental, social, and governance […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, ESG, Risk, Risk disclosure, SEC, Securities regulation
Comments Off on New SEC Risk Alert Focuses on ESG-Related Disclosures and Policies
ESG: Investors Increasingly Seek Accountability and Outcomes
The global pandemic motivated investors to increase their focus on the strategic impacts of environmental and social responsibility on long-term shareholder value. Now, more than ever, investors are using proxy votes to express their views on company behavior, rather than relying on company disclosure. And after an unprecedented year, the blurred lines between what constitutes […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, COVID-19, Diversity, ESG, Executive Compensation, Institutional Investors, Political spending, Shareholder proposals, Shareholder voting, Sustainability
Comments Off on ESG: Investors Increasingly Seek Accountability and Outcomes
Stakeholder Syndrome: Does Stakeholderism Derail Effective Protections for Weaker Constituencies?
Broadening the corporate purpose to embrace stakeholderism has been a staple of corporate governance discussions in the last few years, especially after endorsements by the likes of Larry Fink, the Business Roundtable, Elizabeth Warren, and Bernie Sanders. Of particular interest are some recent reexaminations of stakeholderism, which rate it as a more realistic path to […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility, ESG
Tagged Agency costs, Antitrust, ESG, Human capital, Labor markets, Private ordering, Shareholder primacy, Stakeholders
Comments Off on Stakeholder Syndrome: Does Stakeholderism Derail Effective Protections for Weaker Constituencies?
Recent SPAC Shareholder Suits in New York State Courts: The Beginning Wave of SPAC Litigation
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 […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged IPOs, Merger litigation, Mergers & acquisitions, New York, Shareholder suits, SPACs, State law
Comments Off on Recent SPAC Shareholder Suits in New York State Courts: The Beginning Wave of SPAC Litigation
Weekly Roundup: April 16–22, 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, […]
Click here to read the complete postA New Theory of Material Adverse Effects
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 […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Adverse effects, Delaware articles, Delaware cases, Delaware law, Derivative suits, Materiality, Merger litigation, Mergers & acquisitions, Shareholder suits
Comments Off on A New Theory of Material Adverse Effects
The Giant Shadow of Corporate Gadflies
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 […]
Click here to read the complete post