-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Greenwashing
Responsible investment is an approach to managing assets that sees investors include environmental, social, and governance (ESG) factors in their decisions about what to invest and the role they play as owners and creditors. For investment managers, a popular way to publicly signal one’s commitment to responsible investment is to endorse the United Nations Principles […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Asset management, Climate change, Environmental disclosure, ESG, Greenwashing, Hedge funds, Institutional Investors, Stakeholders, Stewardship, Sustainability
Comments Off on Greenwashing
Financial Reporting and the Financial Reporting Regulators
We are a collection of individuals who have worked in the capital markets for multiple decades. Most of us were original members of the Investors Technical Advisory Committee of the Financial Accounting Standards Board. Our functional roles have been as buy-side and sell-side research analysts, accounting standard-setters and regulators, or accounting academics. All of us […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Disclosure, FASB, Financial reporting, Investor protection, Securities regulation, Transparency
Comments Off on Financial Reporting and the Financial Reporting Regulators
Corporations in 100 Pages
We have just published Corporations in 100 Pages—an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels […]
Click here to read the complete postFinancial Institution Regulation Under President Biden
Following Vice President Joe Biden’s apparent victory last weekend, attention has now turned to the transition and implications of a change in administration. The pandemic and related economic downturn will guide the Biden Administration’s immediate priorities for the financial sector, resulting in a focus on economic relief and stimulus, consumer protection and attention to any […]
Click here to read the complete post
Posted in Practitioner Publications
Tagged Banks, CFTC, Dividends, Federal Reserve, Financial regulation, Joe Biden, Mergers & acquisitions, Presidential elections, Repurchases, SEC, Securities regulation
Comments Off on Financial Institution Regulation Under President Biden
ESG Management and Board Accountability
In the world of corporate governance and proxy voting, 2020 has been a remarkable year, not only because annual general meetings took place in the midst of a global pandemic that forced the abrupt transition to a virtual proxy season, but also because this year marked the beginning of the new decade at a time […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Boards of Directors, COVID-19, Diversity, ESG, Institutional Investors, Proxy season, Shareholder voting, Stakeholders, Stewardship
1 Comment
Shareholders’ Rights & Shareholder Activism 2020
COVID-19’s Impact on Shareholder Rights As life dramatically changed in 2020, so did shareholder rights. In the United States, we witnessed a dramatic and substantial change to how companies conduct annual meetings, a reignited debate on the purpose of the corporation, new defensive strategies for companies, as well as a reshaping of the shareholder activist […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, COVID-19, Delaware law, Hedge funds, Institutional Investors, Securities litigation, Shareholder activism, Shareholder rights, Shareholder voting, Virtual meetings
Comments Off on Shareholders’ Rights & Shareholder Activism 2020
Statement of Commissioners Peirce and Roisman on Andeavor LLC
We write to explain why we voted against the Commission’s settled action in the matter of Andeavor LLC. A majority of the Commission found that Andeavor violated Exchange Act Section 13(b)(2)(B), which requires reporting companies to devise and maintain a system of “internal accounting controls,” when Andeavor repurchased its stock from shareholders after its legal […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Inside information, Insider trading, Internal control, Merger litigation, Mergers & acquisitions, Repurchases, Rule 10b-5, SEC, SEC enforcement, Securities enforcement
Comments Off on Statement of Commissioners Peirce and Roisman on Andeavor LLC
The Limits of Corwin in the Sale of a Company to a PE Buyer
In In re MINDBODY, Inc. Stockholders Litigation, the plaintiffs challenged the merger (the “Merger”) pursuant to which private equity firm Vista Equity Partners acquired MINDBODY, Inc. (the “Company”). The key allegations were that the Company’s CEO-founder-director (“RS”), due to his self-interest in obtaining liquidity and lucrative post-sale employment, “tilted” the sale process in favor of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Conflicts of interest, Corporate fraud, Corwin, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Liquidity, Management, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Shareholder suits
Comments Off on The Limits of Corwin in the Sale of a Company to a PE Buyer
Delaware Reaffirms Director Independence Principle in Founder-Led Company
The Delaware Court of Chancery yesterday [October 26, 2020] dismissed a derivative lawsuit against the directors of Facebook. United Food & Commercial Workers Union v. Zuckerberg, C.A. No. 2018-0671-JTL (Del. Ch. Oct. 26, 2020). The decision is a notable application of Delaware’s presumption of director independence. In 2016, Facebook’s board decided not to pursue a […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Facebook, Securities litigation
Comments Off on Delaware Reaffirms Director Independence Principle in Founder-Led Company