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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
Using Household Balance Sheets to Promote Consumer Welfare and Define the Necessary Role of the Welfare State
In a recent paper, I point out that access to credit sometimes provides a provide a path out of poverty and even a gateway to real prosperity for those who use the funds to start a business, but when credit is granted improvidently it can lead to financial ruin for the borrower up to and […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Bank loans, Banks, Consumer protection, Credit risk, Credit supply, Debt, Financial institutions, Financial regulation, Liquidity, Stakeholders, Systemic risk
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Fair Price for Delaware Fiduciary Actions Can Exceed Appraisal Fair Value
Can fiduciaries of Delaware corporations breach their duties and face damages for a merger that provides stockholders with the equivalent of fair value in a judicial appraisal? The answer, which may surprise some, is yes. On March 1, 2021, the Delaware Court of Chancery issued an opinion, In re Columbia Pipeline Group, Inc. Merger Litigation, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Fiduciary duties, Merger litigation, Mergers & acquisitions, Securities regulation
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2020 in Hindsight: Key Considerations for Directors in 2021
As the stewards of American enterprise, Boards of Directors are rightly focused on helping their companies navigate through the challenges and opportunities the United States and the world face today. While vaccines offer the promise of normality, the pandemic continues to rage on. The political environment remains volatile and deeply divided. And we continue to […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board dynamics, Board oversight, Board performance, Boards of Directors, COVID-19, ESG, Human capital, Institutional Investors, Shareholder activism
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Changing Investment Stewardship Practices in a Post Covid-19 World
Just as the COVID-19 pandemic has had a significant impact on society, business and public policy, it has also led to significant changes to corporate governance. Companies experienced new ways of organizing annual general meetings (“AGM”) of shareholders, in a virtual or hybrid manner. We have also seen a raft of new voting trends emerge. […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board meetings, COVID-19, ESG, Institutional Investors, Proxy advisors, Proxy voting, Shareholder voting, Stewardship, Transparency, Virtual meetings
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A Revised Monitoring Model Confronts Today’s Movement Toward Managerialism
This paper is motivated by our belief that the shareholder vote is important as a source of validating the power held by the board, but most importantly as an “error correction/protection” device. We therefore find it odd that with the ever-growing concentration of ownership of public companies among various financial institutions (and not retail customers) […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged ESG, Hedge funds, Institutional monitoring, Management, Managerial style, Oversight, Shareholder activism, Stakeholders
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SEC Brings Rare Regulation FD Enforcement Case
On March 5, 2021, the Securities and Exchange Commission charged AT&T with violating Regulation FD (“Reg FD”) for selectively disclosing material nonpublic information (“MNPI”) to research analysts. The SEC has brought only a handful of Reg FD cases since its enactment in 2000, and this case may have significant implications for investment professionals. Regulation FD […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Disclosure, Fund managers, Information asymmetries, Inside information, Insider trading, Private funds, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Observations About the March 2020 Market Turmoil and Regulated Funds
Please let me express my sincere gratitude to everyone who has been part of putting this conference together, as well as everyone in attendance today. This conference is the premier event in the United States for legal and compliance professionals working in the regulated fund industry, and it is an honor to speak before you […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Bonds, Capital markets, COVID-19, Financial institutions, Financial regulation, Institutional Investors, Liquidity, Mutual funds, Risk management, Securities regulation, Shocks, Systemic risk
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A Response to Calls for SEC-Mandated ESG Disclosure
The acronym “ESG” is used as shorthand for a dizzyingly broad array of “environmental,” “social,” and “governance” topics affecting businesses. The topics spanned include climate change, human capital management, supply chain management, human rights, cybersecurity, diversity and inclusion, corporate tax policy, corporate political spending, executive compensation practices, and more. Members of the ESG movement are […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Twenty Years Later: The Lasting Lessons of Enron
This spring marks the 20th anniversary of the beginning of the dramatic and cataclysmic demise of Enron Corp. A scandal of exceptional scope and impact, it was (at the time) the largest bankruptcy in American history. The alleged business practices of its executives led to numerous individual criminal convictions. It was also a principal impetus […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Accounting, Audits, Board oversight, Corporate culture, Corporate fraud, Enron, External auditors, Misconduct, Oversight, Sarbanes–Oxley Act, Securities fraud, Securities regulation
1 Comment
Greenshoe Options and Underwriter Principal Trading
I am very grateful to Mr. Evans for his thoughtful reply to my prior post on the Forum. His reply raises important interpretive issues that I hope that the SEC and FINRA will directly address. In connection with U.S. initial public offerings (IPOs), underwriters usually trade in the issuer’s stock for their own principal accounts, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Capital formation, Capital markets, Equity offerings, IPOs, Market reaction, Regulation M, Securities regulation, Underwriting
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