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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
A Controller’s Direct Discussions With Minority Stockholders May Render MFW Unavailable
In In re HomeFed Corporation Stockholder Litigation (July 13, 2020), the Delaware Court of Chancery held that the going-private transaction involving HomeFed Corporation (the “Company”) and its controlling stockholder, Jefferies Financial Group Inc., did not meet the prerequisites, under MFW, for business judgment review. Chancellor Bouchard, at the pleading stage of the litigation, found that […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, MFW
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Best Buys and Own Brands: Investment Platforms’ Recommendations of Mutual Funds
Retail investors in mutual funds are faced with a bewilderingly wide choice of products. Traditionally, they would be guided by their broker, but increasingly they are investing in mutual funds through online investment platforms, or ‘fund supermarkets’. These platforms produce recommendations of funds to help investors make their choice. Using a unique, largely non-public, dataset […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Asset management, Conflicts of interest, Institutional Investors, International governance, Mutual funds, UK
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Chancery Court Rules That Pre-Closing Attorney Client Privilege Over Deal Related Communications Stays with Sellers
The Delaware Court of Chancery (Vice Chancellor Zurn) recently held in DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, 2020 WL 2844497 (Del. Ch. June 1, 2020), that the seller in an asset transaction retains attorney-client privilege over its pre-closing deal communications unless the asset purchase agreement explicitly provides otherwise. This rule, the court […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Privacy
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Was the Business Roundtable Statement Mostly for Show? – (3) Disregard of Legal Constraints
Today is the first anniversary of the Business Roundtable (BRT) statement on corporate purpose. The statement, which was described by the BRT as “moving away from shareholder primacy,” was heralded by observers as “an important shift… in corporate America” and a “sea change in terms of how the core purpose of business is defined.” However, […]
Click here to read the complete postWas the Business Roundtable Statement Mostly for Show? – (2) Evidence from Corporate Governance Guidelines
Tomorrow marks the first anniversary of the Business Roundtable (BRT) statement on corporate purpose. The statement, which was described by the BRT as “moving away from shareholder primacy,” was heralded by observers as “an important shift… in corporate America” and a “sea change in terms of how the core purpose of business is defined.” However, in […]
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Posted in Academic Research, HLS Research
Tagged Accountability, Boards of Directors, Business Roundtable, Corporate purpose, Corporate Social Responsibility, Program on Corporate Governance, Reputation, Shareholder value, Stakeholders
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How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice
Shareholder meetings are one of the only opportunities most investors have to meet and interact with management, and to raise concerns regarding the firm. To the best of my knowledge, however, no study has investigated the content of shareholder meetings. In this paper, I examine the content of shareholder meetings, and focus on the transformation […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Board communication, Boards of Directors, COVID-19, Engagement, Shareholder activism, Shareholder communications, Shareholder meetings, Shareholder voting, Transparency, Virtual meetings
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SEC Tightens Regulations on Proxy Advisory Firms
The U.S. Securities and Exchange Commission on July 22, 2020, adopted amendments tightening regulation of proxy voting advice from proxy advisory firms (Release No. 34‑89372). The final rule implements additional regulations for proxy advisory firms, but stops short of some of the proposals included in the SEC’s original proposal (and described in our prior alert). […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Institutional Investors, Proxy advisors, Rule 14a-2, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Investors and Companies Can Drive ESG Metrics Forward Together
Investors want standardized reporting of sustainability and other non-traditional metrics. What will that look like on a global scale? The growing role of sustainability and non-traditional metrics to inform the engagement between public companies and investors has become a critical issue. Investors are seeking metrics to evaluate a company’s approach to sustainability and its drivers […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Engagement, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Sustainability
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Comment on the Proposed DOL Rule
We are writing in response to the above referenced proposed rulemaking by the Department of Labor (the “Department”) on financial factors in selecting plan investments (the “Proposal”), in particular environmental, social, and governance factors (“ESG”). This response is based on our expertise in ESG investing, especially ESG investing by trustees and other fiduciaries. We have […]
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