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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
Avoiding “Entire Fairness” Review in Claims against SPAC Boards through Corwin
Special purpose acquisition company (“SPAC”) business combinations have provided a novel and difficult context to apply traditional fiduciary duty doctrines in Delaware law. Recently, in In re MultiPlan Corp. Stockholders Litigation, the Delaware Chancery Court issued a ruling denying a motion to dismiss breach of fiduciary duty claims brought against a SPAC’s fiduciaries in connection […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, SPACs, Special purpose vehicles
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It Pays For Companies To Leave Russia
I. Introduction and Methodology Since Russia’s invasion of Ukraine began in February 2022, the first author has led an intensive effort to track the responses of well over 1,200 public and private companies from across the globe, with almost 1,000 companies publicly announcing they are voluntarily curtailing operations in Russia to some degree beyond the […]
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Posted in Academic Research, Corporate Social Responsibility, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, International governance, Reputation, Risk, Risk management, Russia, Ukraine
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The Lessons Behind Women’s Gains in Board Leadership
Last week, a California judge struck down a law passed in 2018 requiring publicly traded companies headquartered in the state to have at least one woman on their board. The move follows a similar ruling from a judge last month, deeming a state law passed in 2020 requiring companies to meet a quota of at least one racially, […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Engagement, ESG, Institutional Investors
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Weekly Roundup: June 17-23 , 2022
ESG Global Study 2022 Posted by Jessica Ground, Capital Group, on Friday, June 17, 2022 Tags: Asset management, Climate change, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Risk, Surveys, Sustainability, Transparency What’s “Controversial” About ESG? A Theory of Compelled Commercial Speech under the First Amendment Posted by Sean J. Griffith (Fordham Law School), on Friday, June 17, 2022 Tags: Climate change, Disclosure, Environmental disclosure, ESG, SEC, Securities enforcement, Securities regulation, Sustainability Time Running Out Under the […]
Click here to read the complete postStatement by Commissioner Peirce on the Regulatory Flexibility Agenda
Chair Gensler’s Regulatory Flexibility Agenda for the Securities and Exchange Commission sets forth flawed goals and a flawed method for achieving them. The agenda, if enacted, risks setting off the regulatory version of a rip current—fast-moving currents flowing away from shore that can be fatal to swimmers. Just as certain wave and wind conditions can […]
Click here to read the complete postRegulatory Solutions: A Global Crackdown on ESG Greenwash
The meteoric global rise of ESG investing is increasingly being met with an equally ambitious regulatory disclosure regime, and, targeting greenwashing, policymakers are beginning to bare their teeth. In the latest salvo, on 25 May the US Securities and Exchange Commission (SEC) voted 3:1 to approve two proposals enhancing scrutiny of ESG funds and advisers’ […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Boards of Directors, Climate change, ESG, Institutional Investors, Risk, Say on climate, Shareholder proposals, Shareholder voting, Stakeholders
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Proposal on Climate-Related Disclosures Falls Within the SEC’s Authority
I write to comment on legal authority. The proposal is well within the Commission’s authority to adopt. Critiques on legal grounds fall far short of what would be needed for a court to overturn the rule. Congress, having made a fundamental policy judgment to require “full and fair” disclosure to protect investors, directed the Commission […]
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Posted in Academic Research, Accounting & Disclosure, ESG, HLS Research, SEC Comment letters, Securities Regulation
Tagged Climate change, ESG, Investor protection, Legal history, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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Meeting Expectations for Board Diversity
Corporate boardroom diversity has increased significantly over the last few years, and the interest in and demand for gender and racial/ethnic diversity on boards of directors remain high. Lack of corporate board diversity has attracted the attention of shareholders, regulators, employees, customers and other stakeholders, resulting in regulations and various initiatives intended to increase the […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Board dynamics, Board turnover, Boards of Directors, Diversity, ESG, Institutional Investors, Proxy advisors, Securities regulation
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Chancery Court Continues to Reject Demand Futility Claims Post-Zuckerberg
In September 2021, in United Food and Commercial Workers Union v. Zuckerberg, the Delaware Supreme Court embraced the Court of Chancery’s suggestion that the analysis for evaluating demand futility in derivative cases should be streamlined. Rather than employing the prior Aronson v. Lewis or Rales v. Blasband standards, the Supreme Court set forth a new, […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Controlling shareholders, Delaware cases, Delaware law, Demand futility, Derivative suits, Pension funds, Securities litigation, Shareholder suits
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Proposal on Climate-Related Disclosures for Investors
This post is based on a comment letter sent to the SEC by Stephen M. Bainbridge (UCLA), Jonathan Berk (Stanford), Sanjai Bhagat (Colorado), Bernard S. Black (Northwestern), William J. Carney (Emory), Lawrence A. Cunningham (GW), David J. Denis (Pittsburgh), Diane Denis (Pittsburgh), Charles M. Elson (Delaware), Jesse M. Fried (Harvard), Sean J. Griffith (Fordham), Jonathan […]
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