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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
D&O Insurance Policy Does Not Cover Costs in Appraisal Proceeding
The Delaware Supreme Court has held that D&O insurers are not required to cover costs incurred by a respondent corporation in an appraisal action. In re Solera Insurance Coverage Appeals, Nos. 413/418, 2019 (Del. Oct. 23, 2020). The en banc decision clarifies Delaware law on the scope of insurers’ responsibilities and reinforces that an appraisal […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, D&O insurance, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Law and Reputation
“Reputation matters” has become a mantra in the business world. And corporate legal scholars have been increasingly referring to reputational concerns as important forces that shape our behavior across a wide range of phenomena. Yet so far the legal literature has stayed remarkably silent on exactly how reputation works, or how reputation interacts with the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Class actions, Fiduciary duties, Legal history, Misconduct, Reputation, SEC enforcement, Securities enforcement, Securities litigation
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Audit Committee Challenges and Priorities in the Upcoming Quarter and Beyond
Introduction Does it feel like Groundhog Day? On a personal level, it may feel like each day blends into the next, and many of us find ourselves waiting for the current conditions to pass so things can get back to normal. But companies can’t simply take a wait-and-see attitude. They need to respond quickly to […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Accounting, Audit committee, Audits, COVID-19, Engagement, Executive Compensation, Oversight, Risk management, Stakeholders, Transparency
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What to Expect From the Biden Administration
Over the weekend, former Vice President Joseph R. Biden, Jr. was declared the winner of the U.S. presidential election. Although President Trump has yet to concede and press reports suggest he will continue to make his case in court, thoughts have turned to what the Biden administration will mean for federal regulation of business and […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Executive Compensation, Mergers & acquisitions, Presidential elections, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation
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Rewriting History II: The (Un)Predictable Past of ESG Ratings
Importance of ESG Ratings Research on environmental, social, and corporate governance (ESG) topics has exploded over the last years. The surge in academic work mirrors the massive rise in the importance of ESG principles in the investment management industry. For example, funds that invest according to ESG principles attracted net inflows of $71.1bn globally between […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Disclosure, Environmental disclosure, ESG, Firm performance, Institutional Investors, Stewardship, Sustainability
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Companies’ Response to Delaware Supreme Court Upholding Federal Forum Provisions
A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions (“FFP”) shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. On March 18, 2020, the Delaware Supreme […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, IPOs, Public firms, Securities litigation, Shareholder voting
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2020 Top 250 Report
Overview and Background Since 1973, FW Cook has published annual reports on long-term incentive grant practices for executives. This report, our 48th edition, presents information on long-term incentives granted to executives at the 250 largest U.S. companies in the S&P 500 Index. It is intended to inform boards of directors and compensation professionals in designing […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged COVID-19, Executive Compensation, Executive performance, Firm performance, Long-Term value, Management, Shareholder value
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Don’t Go Chasing Waterfalls: Fiduciary Obligations in the Shadow of Trados
In a newly-released working paper, we tackle a fundamental financial and governance conundrum that nearly every venture capital (VC) backed company faces: when there are multiple classes of stock, how should directors discharge their fiduciary duties? In a typical VC-backed firm, the founders and other early employees hold common stock while VC investors hold tranches […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Private Equity
Tagged Capital structure, Delaware cases, Dual-class stock, Fiduciary duties, Private equity, Shareholder value, Trados, Venture capital firms
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ISS Proposes 2021 Benchmark Voting Policy Changes
On October 14, 2020, ISS released its proposed voting policy changes for 2021. The changes for the United States focus mainly in these three areas: (1) racial and ethnic board diversity, (2) board oversight of environmental, climate and social risks and (3) exclusive forum provisions. ISS requests feedback on the proposed changes. Market participants can […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Climate change, Diversity, ESG, Forum selection, Institutional Investors, Proxy advisors, Shareholder voting
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SEC Extends Its Focus on MNPI Clearance Procedures
[On October 15, 2020], the SEC announced a settled enforcement action against a public company in connection with the company’s initiation of a stock buyback program while in possession of material, nonpublic information (“MNPI”). The Commission charged the company with violating Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to devise and maintain […]
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