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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
Delaware Supreme Court Holds That Fraud Is Insurable Under D&O Policy
The Delaware Supreme Court unanimously affirmed a trial court judgment requiring a directors and officers (D&O) excess insurer to pay a claim for losses predicated on fraudulent conduct of the director and CEO of a corporation, holding that such losses are insurable under Delaware law and coverage is not barred by Delaware public policy. The […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate fraud, D&O insurance, Delaware cases, Delaware law, Fiduciary duties, Incorporations, Merger litigation, Mergers & acquisitions
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Common Ownership and Competition in the Ready-to-Eat Cereal Industry
An exciting and controversial idea at the intersection of corporate governance, economics, and finance is what is known as the “Common Ownership Hypothesis”. Simply put, it states that because investors hold portfolios of stocks which include horizontal competitors, for managers to do right by their investors, they may want to internalize some of the effects […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Antitrust, Common ownership, Index funds, Institutional Investors, Ownership
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Corporate Officers Face Personal Liability for Steering Sale of the Company to a Favored Buyer
In In re Columbia Pipeline Group, Inc. Merger Litigation (Mar. 1, 2021), the Delaware Court of Chancery held that the CEO-Chairman and the CFO (“Skaggs” and “Smith,” respectively; together, the “Officers”) of Columbia Pipeline Group, Inc. (the “Company”) may have breached their fiduciary duties in connection with the $13 billion merger in 2016 of the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Corwin, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions
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Speech by Commissioner Roisman on ESG Regulation
AMAC’s Careful and Collaborative Approach Thank you, Ed [Bernard] and members of this Committee, not only for your work, but for the thoughtful process you have undertaken to develop recommendations for the Commission. AMAC’s approach has been methodical, iterative, and transparent: discussing complex issues, developing subcommittee recommendations in draft form, presenting those ideas to the […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Poison Pills After Williams: Not Only for When Lightning Strikes
The board of The Williams Companies (“Williams”), in March 2020, became the only board among the S&P 500 companies to respond to the volatility of the pandemic by adopting a shareholder rights plan (also known as a poison pill). On February 26, 2021, Vice Chancellor McCormick of the Delaware Court of Chancery enjoined the Williams […]
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Posted in Boards of Directors, Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Antitakeover, Delaware cases, Delaware law, Hostile takeover, Index funds, Institutional Investors, Merger litigation, Poison pills, Takeover defenses
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Gensler and SEC’s 2021 Examination Priorities Highlight ESG and Climate Risk
SEC Chair Hearing [On March 2, 2021], the U.S. Senate Committee on Banking, Housing, and Urban Affairs held a nomination hearing to consider Gary Gensler’s candidacy for Chair of the Securities and Exchange Commission, or SEC. Throughout the hearing, Gensler fielded numerous questions on environmental, social and corporate governance and disclosure matters. This post synthesizes the […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Diversity, Environmental disclosure, ESG, Political spending, Proxy disclosure, SEC, Securities regulation, Sustainability
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Delaware Court Enjoins Poison Pill Adopted in Response to Market Disruption
On February 26, 2021, the Delaware Court of Chancery (McCormick, V.C.) issued a memorandum opinion in The Williams Companies Stockholder Litigation enjoining a “poison pill” stockholder rights plan adopted by The Williams Companies, Inc. (“Williams”) in the wake of extreme stock price volatility driven by the double whammy of COVID-19 and the Russia-Saudi Arabia oil […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitakeover, Boards of Directors, COVID-19, Delaware law, Poison pills, Shareholder activism, Shareholder rights, Shareholder suits, Shareholder voting, Takeover defenses, Unocal standard
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SEC Announces It Will Aggressively Scrutinize Issuers’ Climate Change Disclosure
On March 3, 2021, the SEC’s Division of Examinations released its 2021 Examination Priorities (“Exam Priorities”). While the Exam Priorities address the Division of Examinations’ focus for all of the SEC’s registrants, certain focus areas will be of particular interest to private fund managers. Consistent with what we have seen during examinations over the last 12 to […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Compliance and disclosure interpretation, Conflicts of interest, Cryptocurrency, Environmental disclosure, ESG, Financial technology, Fund managers, SEC, Securities regulation
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Equality Metrics
In the wake of the deaths of George Floyd and Breonna Taylor, protests engulfed U.S. cities during the summer of 2020 as activists, politicians, and everyday citizens demanded changes to the system of policing that has repeatedly resulted in the death of Black citizens at the hands of White police officers. Notably, these demands extended […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, ESG, Institutional Investors, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, Diversity, ESG, Institutional Investors, Securities regulation, Shareholder activism
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