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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
ESG and the Biden Presidency
Executive Summary In a dramatic change from the previous administration, we expect the administration of President Joseph Biden to implement a broad range of policy changes meant to mitigate climate risk and bring the US back into the global sustainability conversation. We will be monitoring several themes that we believe could arise under the Biden […]
Click here to read the complete postExecutive Pay Clawbacks and Their Taxation
Executive pay clawback provisions require executives to forfeit previously received compensation under certain circumstances, most notably after a downward adjustment to the financial results upon which their incentive compensation was predicated. Clawback provisions are on the rise. Limited clawbacks were mandated under the Sarbanes-Oxley Act of 2002. The Dodd-Frank legislation, enacted in 2010, mandated a […]
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Posted in Academic Research, Executive Compensation, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Dodd-Frank Act, Executive Compensation, Misreporting, Section 162(m), Securities enforcement, Securities regulation, Tax Cuts and Jobs Act, Taxation
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Weekly Roundup: February 12-18, 2021
Spencer Stuart S&P MidCap 400 Board Report Posted by Julie Daum, Laurel McCarthy, and Ann Yerger, Spencer Stuart, on Friday, February 12, 2021 Tags: Board composition, Board independence, Board turnover, Boards of Directors, Diversity, ESG, Surveys A New Whistleblower Environment Emerges Posted by Robert T. Biskup, Deloitte Financial Advisory Services LLP, on Friday, February 12, 2021 Tags: Compliance & ethics, COVID-19, DOJ, Misconduct, Risk assessment, SEC, SEC enforcement, Securities fraud, Securities regulation, Whistleblowers Retaining […]
Click here to read the complete postCorporate 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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