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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
How Much Do We Trust Staggered Difference-in-Differences Estimates?
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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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Regulation
Tagged Accounting, Data science, Econometrics, Financial regulation
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The Activism Vulnerability Report Q4 2020
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 COVID-19, Institutional Investors, Merger litigation, Mergers & acquisitions, Poison pills, Proxy fights, Shareholder activism, SPACs, Takeover defenses
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How Boards Can Get Human Capital Management Right in Five (Not So) Easy Steps
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 […]
Click here to read the complete postAnticipating Harassment: #MeToo and the Changing Norms of Executive Contracts
Two years ago, the #MeToo movement exposed the problem of sex-based misconduct by powerful employees, particularly CEOs. It also revealed, in some companies, an organizational culture seemingly permissive of such wrongdoing. In many instances, the misconduct went on for extended periods, involved numerous victims, and was an open secret among corporate officers and directors. Companies […]
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Posted in Academic Research, Empirical Research, ESG
Tagged #MeToo, Compliance & ethics, Corporate liability, Diversity, ESG, Human capital, Management, Misconduct, Reputation
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Surge in SPACtivity Leads to Litigation and Regulatory Risks
Introduction Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange Commission (SEC). In recent days, Reuters reported that the SEC opened an inquiry seeking information on how underwriters are managing […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, IPOs, Merger litigation, Mergers & acquisitions, SEC, Securities litigation, Securities regulation, SPACs
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When Disclosure Is The Better Part of Valor: Lessons From The AT&T Regulation FD Enforcement Action
On March 5, 2021, the US Securities and Exchange Commission (SEC) announced that it had charged AT&T, Inc. with “repeatedly violating” Regulation Fair Disclosure (Reg FD) in 2016. In addition to charges against the company, the SEC charged three members of AT&T’s investor relations (IR) department with “aiding and abetting” the alleged Reg FD violations. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Inside information, Materiality, Regulation FD, SEC enforcement, Securities enforcement, Securities regulation
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Integrating Sustainability and Long Term Planning for the Biopharma Sector
Executive Summary Corporate leaders and institutional investors are looking for effective, efficient, and decision-useful information about long-term business strategy, and how it connects with the most important environmental, social, and governance (ESG) issues in each sector. This need is driven by many trends in management, capital markets, regulation, and civil society, two of which stand […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Stakeholders, Sustainability
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Statement by Commissioner Peirce on Rethinking Global ESG Metrics
Many advocates behind the global environmental, social, and governance movement argue that prosperity alone is not a sufficient measure of society’s progress, a position that I believe is unassailable. The challenge we face in addressing the ever-increasing number of issues underlying E, S, and G is daunting. The task before us is to find a […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Environmental disclosure, ESG, Firm performance, International governance, SEC, SEC rulemaking, Securities regulation, Sustainability
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Interest in SPACs is Booming…and So is the Risk of Litigation
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape. If 2020 was the “year of the SPAC,” 2021 may be the year of SPAC litigation. SPACs—Special Purpose Acquisition Companies—are publicly traded companies launched as vehicles […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Capital formation, Merger litigation, Mergers & acquisitions, Proxy disclosure, SEC, SEC enforcement, Securities litigation, SPACs
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