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

Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative

Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change modifying the NYSE’s rules in order to permit, as described below, primary issuances in connection with a direct […]

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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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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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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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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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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, […]

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Racial 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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Performing Equity: Why Court of Chancery Transcript Rulings Are Law

Lawyers practicing in the Delaware Court of Chancery or advising Delaware corporations about Delaware corporate law read, inquire about, cite, and disseminate transcript rulings, which are also known as bench rulings. To the practitioner, they are an indispensable tool. They influence our behavior and those of our adversaries. They help predict future litigation outcomes. In […]

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FTC Seeks Information Regarding Companies’ Data Collection, Use, and Advertising Practices

On December 14, 2020, the Federal Trade Commission (“FTC”) announced that it was issuing orders under section 6(b) of the FTC Act to nine social media and video streaming companies. The orders require the companies to produce a sweeping amount of information on each company’s worldwide customer base, how the companies collect, use, and present […]

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The Party Structure of Mutual Funds

To understand corporate governance in the United States, one must understand the voting behavior of mutual funds. In our paper The Party Structure of Mutual Funds, we develop the first systematic account of the structure of mutual fund preferences over corporate governance. We focus on two basic questions. First, what are the main ways in […]

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