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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Transparency Act: What Companies Need to Know
While the Corporate Transparency Act largely applies to foreign-owned shell companies, domestic companies should carefully read the definition of “reporting company” to ensure they fall within one of the exceptions to the definition. Reporting companies should be mindful of the various penalties associated with noncompliance or providing inaccurate or misleading information to FinCEN. What is […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Corporate forms, Corporate Transparency Act, Disclosure, Foreign firms, Incorporations, International governance, LLCs, Money laundering, Ownership, Securities regulation, Transparency
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Risk Factor Disclosures for the Recovery Era
It’s early 2021. With a new year comes a new Form 10-K. Among other things, your outside counsel is (hopefully) asking you to review and update your disclosures about risks related to COVID-19. That’s good advice, of course. We are still in the midst of a pandemic on a scale previously unseen in the modern […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Corporate liability, COVID-19, Firm performance, Form 10-K, Human capital, Performance measures, Regulation S-K, Risk, Risk disclosure
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Shareholderism Versus Stakeholderism—A Misconceived Contradiction: A Comment on “The Illusory Promise of Stakeholder Governance” by Lucian Bebchuk and Roberto Tallarita
There has recently been growing interest in stakeholder governance. The Illusory Promise of Stakeholder Governance by Lucian Bebchuk and Roberto Tallarita (BT) (discussed on the Forum here) is a thoughtful and carefully constructed critique of the subject. In a nutshell, BT’s critique is that “stakeholderism”—the idea of promoting the interests of the stakeholders of a […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged ESG, Institutional Investors, Long-Term value, Private ordering, Shareholder primacy, Shareholder value, Stakeholders
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Troubling Signs from Recent M&A Case Law
Have we forgotten the lessons of the Delaware cases that arose from the heyday of big-ticket LBOs by private equity preceding the financial crisis of 2007-2008? And to the extent we have, who is bearing the cost, how are plaintiffs uncovering these recent deviations from best practices, and what is to be done? In these […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Fiduciary duties, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Pension funds, Private equity, Shareholder suits
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Supreme Court Relies on “Bridgegate” Case to Vacate Second Circuit Decision
On January 11, 2021, the Supreme Court vacated the Second Circuit’s controversial decision in United States v. Blaszczak, which held that proof of a benefit to the tipper is not a required element for criminal insider trading claims brought under Title 18 of the U.S. Code. Although the Supreme Court ordered reconsideration on other grounds— […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Insider trading, Liability standards, Securities fraud, Securities litigation, Securities regulation, Supreme Court
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A Conversation with Bill Ackman
STEPHEN FRAIDIN (SF): It’s always a pleasure to have an opportunity to have a conversation with Bill Ackman. Bill, I’d like to start with a personal question: at what point in your life did you realize or decide that what you wanted to do was become a professional investor? BILL ACKMAN (BA): Actually when I […]
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Posted in ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Climate change, Corporate purpose, COVID-19, ESG, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism, SPACs
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COVID-19 and Comparative Corporate Governance
COVID-19 accounts for a once-in-a-lifetime external economic shock coming down on world society. When the novel coronavirus SARS-CoV-2 emerged in December 2019, the general public in much of the world, let alone business leadership, was not yet particularly concerned. A year into the outbreak of the pandemic, over two million individuals have died directly from […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, International Corporate Governance & Regulation
Tagged Climate change, Corporate governance, Corporate purpose, COVID-19, ESG, Human capital, International governance, Shocks, Stakeholders, Sustainability
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r/BlackRockAnnualLetter: Climate Change and ESG in the Age of Reddit
BlackRock’s rollout of Larry Fink’s annual letter last week was overshadowed by the Reddit-driven mania involving GameStop and other heavily shorted stocks. The evolving (and sometimes wild) market dynamics associated with the rapid rise of the day-trading retail investor base, coupled with a resurgent, short-term focused shareholder activism environment, underscore the importance for public companies […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Reddit, Reputation, Short sales, Social media, Sustainability
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Advisers by Another Name
The rise of index mutual funds and ETFs is an important development in the U.S. capital markets. Trillions of dollars are invested in vehicles that attempt to track the performance of broad market indices such as the S&P 500 as well as hundreds of lesser-known, specialized indices. While index investing is often described as “passive,” […]
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Posted in Academic Research, Institutional Investors, Securities Regulation
Tagged Asset management, BlackRock, Index funds, Institutional Investors, Investment advisers, Securities regulation, Vanguard
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