Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The End of the Anonymous Shell Company in the United States

Over a veto of President Trump, on January 1, 2021, the Corporate Transparency Act (“CTA”) went into effect as part of the National Defense Authorization Act (“NDAA”). The CTA, many years in the making, introduces major changes to transparency requirements of entities registered in the United States. No longer can anonymous shell companies, limited liability […]

Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , | 1 Comment

Don’t Let the Short-Termism Bogeyman Scare You

The current issue of the Harvard Business Review contains an article I wrote entitled Don’t Let the Short-Termism Bogeyman Scare You. The current issue of the Harvard Business Review also includes, as many prior issues have included, an article decrying the perils of short-termism and supporting measures for insulating corporate leaders from the outside pressures […]

Click here to read the complete post
Posted in Academic Research, HLS Research, Institutional Investors | Tagged , , , , , | 1 Comment

Corporate Political Contributions

In the wake of recent events in Washington, D.C., several companies have come under fire for making contributions to candidates who opposed the certification of the U.S. Presidential election. In addition, several large corporations have announced that they are pausing the making of political donations altogether. These actions coincide with a general trend of intense […]

Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Practitioner Publications | Tagged , , , , , , , | Comments Off on Corporate Political Contributions

The Ethics of Diversity

This post presents an overview of a recent report from the UK’s Institute of Business Ethics, entitled The Ethics of Diversity, published on 17th December 2020. It is based on comments I made at the webinar to launch the report, of which I am lead author. The Ethics of Diversity provides a practical guide as […]

Click here to read the complete post
Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , , , | Comments Off on The Ethics of Diversity

OFAC Will See You Now

The September Memorandum of Understanding (MOU) entered into between the U.S. Office of Foreign Assets Control (OFAC) and the Delaware Department of Justice (DOJ) could be a game changer for both domestic and foreign corporations. The MOU appears to be the first of its kind ever entered into between OFAC and a state law enforcement […]

Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , , , | Comments Off on OFAC Will See You Now

Corporate Social Responsibility and Imperfect Regulatory Oversight: Theory and Evidence from Greenhouse Gas Emissions Disclosures

September 2020 marked the 50th anniversary of Milton Friedman’s famous New York Times Magazine article, in which he summarized and expanded on an earlier argument that “there is one and only one social responsibility of business—to use its resources and engage in activities designed to increase its profits so long as it stays within the […]

Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility, Empirical Research, ESG | Tagged , , , , , , , | Comments Off on Corporate Social Responsibility and Imperfect Regulatory Oversight: Theory and Evidence from Greenhouse Gas Emissions Disclosures

The 2021 Boardroom Agenda

Introduction: A year of consequence It seems likely that 2020 will be viewed as one of the most consequential years in recent memory. In addition to dealing with an ongoing global pandemic and the massive economic and social dislocations it caused, the United States has had to address natural disasters such as major hurricanes and […]

Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications | Tagged , , , , , , , , | 1 Comment

The Domains of Loyalty: Relationships Between Fiduciary Obligation and Intrinsic Motivation

By imposing obligations of loyalty, does fiduciary law “crowd out” the force of intrinsic motivations to act loyally? Or does fiduciary law reinforce (and thereby “crowd in”) intrinsic motivations to trust and to act in a trustworthy fashion? This paper examines relationships between the formal domain of fiduciary law and other factors that shape conduct, […]

Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation | Tagged , , , , , | Comments Off on The Domains of Loyalty: Relationships Between Fiduciary Obligation and Intrinsic Motivation

Leadership Change at the SEC: What Activists Could Expect

The Biden administration confirmed this week that Gary Gensler, who led the Commodity Futures Trading Commission (the “CFTC”) from 2009 to 2014, will be nominated to head the Securities and Exchange Commission (the “SEC”). A veteran regulator and former Goldman Sachs partner, Mr. Gensler is expected to toughen the previous administration’s approach to regulation and […]

Click here to read the complete post
Posted in ESG, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , | Comments Off on Leadership Change at the SEC: What Activists Could Expect

The Short-Termism Debate

A curious feature of the past three years has been the intertwined controversies over earnings guidance, corporate “short-termism” and the quarterly disclosure system. The discussion has been illuminating, and, while further regulatory attention now seems unlikely, the perils of neglecting the long-term will likely continue to color how analysts, regulators and investors view public companies […]

Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | Comments Off on The Short-Termism Debate