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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
Where Things Stand at the End of 2020
As this most unusual and difficult year comes to an end, still with us are the global pandemic, government lockdowns, economic decline, and geopolitical instability that it ushered in. In this Quarterly, we note major developments in 2020 in the M&A/PE corner of the world. The COVID-19 Pandemic While devastating personally and politically, the COVID-19 […]
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Posted in Boards of Directors, ESG, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Corporate purpose, COVID-19, Delaware cases, Diversity, ESG, Merger litigation, Mergers & acquisitions, Shareholder activism
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Congress Passes the “Holding Foreign Companies Accountable Act”
Foreign public companies listed in the United States may soon face delisting if their auditors cannot comply with US investor protection laws. On December 2, 2020, the US House of Representatives passed by voice vote the Holding Foreign Companies Accountable Act (HFCAA), which would require auditors of foreign public companies to allow the Public Company […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Audits, Foreign firms, Holding Foreign Companies Accountable Act, International governance, SEC, SEC rulemaking, Securities regulation
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Corporate Governance Survey — 2020 Proxy Season Results
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon Valley, Fenwick has collected information on corporate governance in order to counsel our clients on best practices and industry norms. We have collected this data since 2003 and believe this […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Classified boards, Diversity, Dual-class stock, Majority voting, Ownership, Shareholder voting, Staggered boards, State law, Surveys
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The New Paradigm in the C-Suite and the Boardroom
In October of 2015, we issued a paper—Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War?—in which we questioned whether the growing recognition by investors of the adverse effects of short-termism and activism on corporate performance, as evidenced by the excessive risk-taking that culminated in the 2008-2010 financial crisis, would […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, ISS, Long-Term value, Proxy advisors, Short-termism, Stakeholders, Stewardship, World Economic Forum
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Weekly Roundup: January 1–7, 2020
Preparing Your 2020 Form 20-F Posted by Michael Willisch, Reuven B. Young, and Connie Milonakis, Davis Polk & Wardwell LLP, on Saturday, January 2, 2021 Tags: Compliance and disclosure interpretation, Cybersecurity, Disclosure, Environmental disclosure, ESG, Financial reporting, Management, Mergers & acquisitions, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation Shareholder Activism at Closed-End Funds in the Wake of Covid-19 Posted by Keith E. Gottfried, Morgan, Lewis & Bockius […]
Click here to read the complete postRestoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy—A Reply to Professor Rock
In his excellent article, For Whom is the Corporation Managed in 2020?: The Debate Over Corporate Purpose, Professor Edward Rock articulates his understanding of the debate over corporate purpose and surfaces four separate, but related, questions that views as central to that debate: First, what is the best theory of the legal form we call […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, HLS Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Bailouts, Corporate Social Responsibility, Delaware law, ESG, Financial crisis, Institutional Investors, International corporate governance, Long-Term value, Social contract, Stakeholders, Sustainability
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Board Memo 2021: A Guide to Taking On the Recovery Era
Managing environmental, social and governance considerations While ESG has been steadily increasing in importance year after year, the pandemic has catapulted the “E” (environmental) and the “S” (social) to the top of board agendas. As boards and management teams prepare for, and adapt to, the recovery period ahead, strategic and deliberate management and disclosure of […]
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Posted in Boards of Directors, ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, COVID-19, ESG, Mergers & acquisitions, Proxy advisors, Securities litigation, Shareholder activism, Shareholder suits, Sustainability, Virtual meetings
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Another Year of Virtual Shareholder Meetings
During the first half of 2020, the number of public companies holding virtual annual meetings sky rocketed due to the COVID-19 pandemic, increasing almost fivefold compared to the 2019 calendar year, with Broadridge Financial Solutions, a public corporate services company (Broadridge), alone hosting nearly 1,500 virtual shareholder meetings. Looking ahead, due to the uncertainty relating […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder meetings, State law, Virtual meetings
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A Letter to the SEC Chairman
I am writing in regards to the notice that the Securities and Exchange Commission (SEC or the Commission) will, on Wednesday, December 16, 2020, consider adopting rules that “will require resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments for the commercial development of oil, natural gas, or minerals.” […]
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