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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
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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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accountability, Cybersecurity, ESG, FTC, GDPR, Privacy, Social media, Stakeholders, Tech companies, Transparency
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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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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors
Tagged Agency model, Asset management, Decision-making, Index funds, Institutional Investors, Management, Mutual funds, Shareholder voting
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Why ESG Can No Longer Be a PR Exercise
If any word sums up the year 2020 for corporations, it is accountability. One of the greatest pandemics ever has put all three letters of the ESG acronym under scrutiny: what it means to really be a company with a mindset of stemming climate change, creating a diverse and inclusive workforce that is paid fairly, […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Climate change, Corporate Social Responsibility, COVID-19, Diversity, ESG, Institutional Investors, Reputation, Sustainability
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How Boards Can Promote a New Leadership Model for Companies
Boards have a lot on their plate right now. Even before Covid-19, institutional investors were challenging directors to consider stakeholders beyond investors. Now, even as directors are busy with the pandemic, investors want boards to promote a more agile, mission-driven executive team. They want leaders ready to handle the expanding complexities of corporate life with […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Corporate purpose, ESG, Executive Compensation, Human capital, Incentives, Management, Manager characteristics, Managerial style, Stakeholders
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Footloose with Green Shoes: Can Underwriters Profit from IPO Underpricing?
Initial public offerings (IPOs) are set to rocket out of the gates again in 2021. Recently, we have witnessed some big pops (for example, Airbnb, 113 percent first-day return) and some steep drops (Wish, negative 16 percent). With all this pricing variability following IPOs, what role is underwriter price stabilization playing? Relatedly, what role do […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Capital formation, Capital markets, Equity offerings, IPOs, Market reaction, Regulation M, Securities regulation, Underwriting
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Directors Using Their Employer’s Email Account
A recent Delaware decision on a document production issue in the WeWork litigation highlights potential risks from outside directors using external work email accounts in a way that could jeopardize attorney-client privilege on documents they send or receive. In the case, two Softbank insiders had dual roles at WeWork and Sprint, another Softbank portfolio company. […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Boards of Directors, Cybersecurity, Delaware cases, Delaware law, Discovery, Privacy
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2020 Securities Related Settlements Exceed $5.8 Billion
In the midst of a global pandemic, securities class action cases continue to provide investors with critical recoveries from companies accused of various fraudulent activities. In fact, the dollar amount of settlements in 2020 totaled $5.84 billion… an increase of 61% over the $3.62 billion in settlements during 2019. The number of worldwide settlements in […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities enforcement, Securities fraud, Securities litigation, Settlements, Shareholder suits, U.S. federal courts
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A New Caremark Era: Causes and Consequences
Compliance has become a key corporate governance issue across the globe. Yet until recently, corporate law played a seemingly very limited role. The prevalent standard for director oversight duties (Caremark duties) was set high, effectively demanding that plaintiffs show scienter without having access to discovery. As a result, derivative actions over directors’ failure of oversight […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Books and records, Delaware articles, Delaware cases, Delaware law, DGCL, DGCL Section 220, Fiduciary duties, Securities litigation, Shareholder suits
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Investors Hold Boards Accountable—When Equipped With the Right Reports
Fund boards have long served as independent watchdogs for shareholders, monitoring investment performance, fund expenditures, risk management and conflicts of interest. But to hold boards accountable for that protection, shareholders first need to be aware that boards exist. The U.S. Securities and Exchange Commission has proposed updating mutual fund and exchange-traded fund shareholder reports and […]
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