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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
The Friedman Essay and the True Purpose of the Business Corporation
From a practical standpoint, the most significant part of the 1970 Milton Friedman essay in the New York Times was the headline: “The Social Responsibility Of Business Is to Increase its Profits.” For a half-century, that phrase has been used to summarize the essay, and alongside Friedman’s similar views in a 1962 treatise, also used […]
Click here to read the complete postFunding the Future: Investing in Long-Horizon Innovation
Executive Summary Effective long-term capital allocation is fundamental for innovating and creating value; investment in research and development (R&D) fuels this growth. Successful R&D can be transformational for an organization and for broader society. But while worldwide spending on R&D has slowly increased, R&D returns have been declining. What’s driving this decline? Emerging evidence suggests […]
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Posted in Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Capital requirements, Incentives, Innovation, Long-Term value, R&D, Risk-taking, Shareholder value
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California Bill Requires Companies to Include Directors From Underrepresented Communities on their Boards
On August 30, 2020, the California State Legislature passed a new and unprecedented bill intended to promote greater diversity in corporate boardrooms. If signed into law by the governor, California’s Assembly Bill (AB) 979 would require each publicly held corporation whose principal executive offices are located in California to have a minimum number of directors […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, State law
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Lessons from Anthem-Cigna
In In re Anthem-Cigna Stockholders Litigation (Aug. 31, 2020), the Delaware Court of Chancery characterized the rise and fall of the proposed merger of equals of Cigna, Inc. and Anthem Corporation as a “corporate soap opera, [with] the members of executive teams at Anthem and Cigna play[ing] themselves [and] [t]heir battle for power span[ing] multiple […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisition agreements, Anthem, Antitrust, Cigna, Hart-Scott-Rodino Act, Merger litigation, Mergers & acquisitions, Shareholder suits, Termination fees
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The Workforce Takes Center Stage: The Board’s Evolving Role
As organizations respond to recent events related to COVID-19 and social justice movements, many strategic businesses, operating, and investment plans for 2020 and beyond have become irrelevant, impracticable, or both. These events have challenged the status quo. As a result, for boards and managements, the ability to lead in highly adaptable and decisive ways is […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Corporate purpose, COVID-19, ESG, Human capital, Management, Risk oversight
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Boards Should Care More About Recent “Caremark” Claims and Cybersecurity
There have been several cases in the last two years relating to the landmark Caremark case that established the key precedent surrounding the role and performance of corporate director responsibilities and director liability when it comes to the exercise of risk oversight. In many of the cases, there is a clear roadmap for plaintiff’s attorneys and claims […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Caremark, Compliance and disclosure interpretation, Cybersecurity, Director liability, Liability standards, Oversight, Risk oversight
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California Court Enforces Federal Forum Provision for IPO Securities Lawsuits
On September 1, 2020, the California Superior Court, San Mateo County, granted a motion to dismiss a putative securities class action brought under the federal Securities Act of 1933 because the company’s charter provided that such lawsuits may only be maintained in federal court. The ruling was long awaited by companies, securities litigators, and observers […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Class actions, Forum selection, IPOs, Securities litigation, State law
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The Stakeholder Model and ESG
Introduction In August 2019, the Business Roundtable (BRT) released its new stakeholder model of the revised purpose of the corporation, stating explicitly that businesses exist to serve multiple stakeholders—including customers, employees, communities, the environment, and suppliers—in addition to shareholders. This new model was publicly supported by 181 CEOs of major corporations. It could have a […]
Click here to read the complete postThe Revival of Large Consulting Practices at the Big 4 and Audit Quality
Audit firms provide many services beyond those related to the audit of financial statements (FS). Historically, many of these “non-audit” services were provided to audit clients, causing regulators to be concerned about potential auditor independence impairment. The basic idea behind this concern is that by selling significant non-audit fees to their audit clients, auditors might […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Accounting, Audits, Form 8-K, Mergers & acquisitions, PCAOB, Sarbanes–Oxley Act, SOX
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Diversity Strategy, Goals & Disclosure: Our Expectations for Public Companies
As a long-term investor in more than 10,000 public companies across the world, State Street Global Advisors believes that the single most important driver of long-term value is a strong, independent and effective board exercising high-quality oversight. In turn, we have long appreciated the positive correlation among diversity at the workforce and board levels, effective […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Diversity, Engagement, ESG, Human capital, Institutional voting, Long-Term value, Reputation, SASB
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