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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
Annual Review of Shareholder Activism
Observations on the Global Activism Environment in 2020 COVID “Pause” Is Over Global activity saw a strong snap back in Q4, with 57 new campaigns launched (up 128% from Q3 level) As a result, 2020’s final global campaign tally (182 new campaigns launched) was down only 13% from 2019 The Q4 rebound was most pronounced […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Boards of Directors, ESG, Index funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy advisors, Repurchases, Shareholder activism
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ESG Disclosures: Guiding Principles and Best Practices for Investment Managers
Whether preparing or reviewing Environmental, Social, and Governance (ESG) disclosures for compliance with regulatory requirements in the EU, the United Kingdom (UK) or the United States (US), or for alignment with ESG best practices more broadly in response to investor demand, investment managers and their funds should consider certain guiding principles and best practices. In […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Europe, International governance, Sustainability
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Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents
Last month, the Delaware Supreme Court issued an important decision regarding stockholders’ rights to review the books and records of Delaware corporations. In AmerisourceBergen Corporation v. Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan, No. 60, 2020 (Del. 10, 2020), the Delaware Supreme Court, on an interlocutory appeal from the […]
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Posted in Court Cases, Op-Eds & Opinions, Securities Litigation & Enforcement
Tagged Books and records, Corporate crime, Delaware cases, Delaware law, DGCL Section 220, Discovery, Misconduct, Securities litigation, Shareholder suits
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Proposed SEC Rule 144 Amendments
On December 22, 2020, the Securities and Exchange Commission (the “SEC”) published proposed amendments to Rule 144 under the Securities Act of 1933 (the “Securities Act”). Rule 144 is a safe harbor allowing for public resales of securities without registration under the Securities Act. It includes two separate sets of requirements—one applicable to “control securities” […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Institutional Investors, Ownership, Rule 144, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation
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New LBO Practices May Be Warranted Based on the Nine West Decision
Business headlines have warned of a potential “chilling effect on buyouts” as a result of the decision recently issued by the U.S. District Court for the Southern District of New York in In re: Nine West LBO Securities Litigation (Dec. 4, 2020). Contrary to the views of some other commentators on the decision, we do […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Boards of Directors, Buyouts, Distressed companies, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Securities litigation, U.S. federal courts
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Coordinated Engagements
In our recent paper, Coordinated Engagements, we study the nature of and outcomes from coordinated engagements by a prominent international network of long-term shareholders cooperating to influence firms on environmental and social (E&S) issues. We examine the targeting and engagement strategy, success rates and financial outcomes of institutional investors who have coordinated their engagements through […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, ESG, Institutional Investors
Tagged Engagement, ESG, Institutional Investors, Long-Term value, Management, Shareholder activism, Shareholder voting, Stakeholders, Stewardship
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Weekly Roundup: January 15-20, 2021
CEO Succession Practices in the Russell 3000 and S&P 500 Posted by Matteo Tonello, The Conference Board, Inc., and Jason Schloetzer, Georgetown University, on Friday, January 15, 2021 Tags: Boards of Directors, Diversity, ESG, Executive Compensation, Executive turnover, Management, Manager characteristics, Pay for performance, Succession The Rise of Growth Equity—Connecting PE and VC Posted by Mike Turner and Shing Lo, Latham & Watkins LLP, on Friday, […]
Click here to read the complete postRacial Diversity and Investment
Racial diversity—iniquity and interdependence Whilst gender diversity has been a growing priority for several years, investors have not approached racial diversity with similar enthusiasm and urgency. In the UK, the Parker Review and Baroness McGregor-Smith’s recommendations urged public policy makers and private organisations to focus on increasing ethnic minority representations on boards in FTSE 100 […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Human capital, Institutional Investors, International governance, Management, UK
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