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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Year-End Accounting and Financial Reporting Considerations
The current business and economic landscape is unprecedented. With little to no warning, companies have had to adjust to a variety of challenges, including supply chain disruptions, government-mandated shutdowns, implications of the CARES Act, working remotely, and more. While companies have managed through these challenges for the past several months, this year-end close may be […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Audit committee, Audits, CARES Act, COVID-19, Disclosure, Financial reporting, Forecasting, Human capital, Internal control, Shareholder communications
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A Look at This Year’s Voting Trends Following the US N-PX Disclosures
Familiar Territory Across management proposals, there was not much change this year compared to last. There was a 0.4 percentage point move upwards in the average investor’s support for both all proposals and director elections, and a drop of 0.3 points for Say-on-Pay. These are not exactly headline-grabbing changes, perhaps not even meaningful ones. It […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications
Tagged Engagement, ESG, Executive Compensation, Institutional Investors, Pension funds, Say on pay, Shareholder proposals, Shareholder voting
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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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