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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
Compensation Season 2021
COVID-19 dominated the compensation landscape in 2020 and will remain a key factor in 2021. The most successful companies have proactively managed compensation programs in response to the pandemic, while maintaining a laser focus on attracting and retaining executive talent. We identify below some of the key factors that will impact the 2021 compensation season. […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Dodd-Frank Act, ESG, Executive Compensation, ISS, Pay for performance, Proxy advisors, Proxy voting, Say on pay, Section 162(m)
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The SPAC Explosion: Beware the Litigation and Enforcement Risk
Special Purpose Acquisition Companies (SPACs) have exploded in popularity. These so-called “blank check” companies are used as vehicles to take companies public without going through a traditional IPO process. In the life cycle of a SPAC, a management team forms a new public company (the SPAC) for the express purpose of identifying and acquiring an […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Institutional Investors, IPO Spinning, IPOs, Mergers & acquisitions, SEC enforcement, Securities enforcement, Securities regulation, Special purpose vehicles
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CEO’s Letter on SSGA 2021 Proxy Voting Agenda
I hope this letter finds you and your colleagues safe and healthy. Each year, State Street Global Advisors engages with investee companies such as yours about issues of importance to investors that we will be focusing on in the coming months. We do so for a simple reason: as one of the world’s largest investment […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Board composition, Boards of Directors, Climate change, Diversity, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Sustainability
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Reconsidering the Evolutionary Erosion Account of Corporate Fiduciary Law
My paper, Reconsidering the Evolutionary Erosion Account of Corporate Fiduciary Law, takes a new look at what has been the dominant account of corporate law’s duty of loyalty, an account that originated with Professor Harold Marsh, Jr.’s foundational paper, Are Directors Trustees? Conflicts of Interest and Corporate Morality, published in 1966. Marsh asserted that twentieth […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Securities Litigation & Enforcement
Tagged Agency costs, Agency model, Conflicts of interest, Duty of loyalty, Fiduciary duties, Management, Securities litigation
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Allegations of Human Rights Violations and Other Litigation Trends
One litigation trend that directors and senior management should monitor closely in 2021 is the increasing instance of claims brought by human rights activists seeking to hold companies, as well as corporate directors and senior management, accountable for human rights abuses committed by the corporation or within its supply chain. In early December, the United […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Corporate liability, ESG, Human rights, Management, Misconduct, Securities litigation, Supreme Court
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BlackRock’s 2021 Proxy Voting Guidelines Prioritize ESG Actions
Key Takeaways BlackRock released proxy voting guidelines and stewardship expectations for 2021 that reflect its continued commitment to integrate ESG throughout its investment and stewardship functions and provide greater transparency around its efforts Key guideline changes focus on climate risk, human capital management, diversity and stakeholder interests and provide a more clear path for BlackRock […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Stakeholders, Stewardship, Sustainability
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COVID-19’s Impact on Buyer’s Obligation to Close
Seller’s COVID-related actions breached an “ordinary course” covenant, even though the COVID-19 pandemic did not give rise to a “material adverse effect.” On November 30, 2020, in AB Stable VIII LLC v. Maps Hotels and Resorts One LLC et al., the Delaware Court of Chancery held that a seller’s response to the COVID-19 pandemic breached […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Contracts, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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REITs in 2021
For REITs—as for so much else—2020 was a tale of two cities, of boom and bust, from strength in a few sectors, to silent streets, offices, shops, theaters and airports, and huge market dislocations, from which the world continues to slowly emerge. Many REITs are well positioned for strong recovery and growth as the pandemic […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Capital markets, ESG, Executive Compensation, Merger litigation, Mergers & acquisitions, REITs, Shareholder activism
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Report on Practices for Virtual Shareholder Meetings
The scope of this post comprises the conduct during the VSM and the related disclosures made before and after the meeting. It is designed to outline expectations, as well as evolving practices, for VSMs once a company has decided to hold its annual meeting using a VSM platform. It also highlights certain areas of the […]
Click here to read the complete postPredicting Litigation Risk via Machine Learning
Traditionally, empirical models in accounting and finance have focused on parameter estimation—in other words, what is the relation between the dependent and independent variable (i.e., does X cause Y)? However, a number of these studies generate inferences using variables that are estimates of unobservable firm attributes derived from traditional regression models. For example, estimates of […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Artificial intelligence, Financial technology, Risk, Risk assessment, Risk management, Securities litigation
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