Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The Other “S” in ESG: Building a Sustainable and Resilient Supply Chain

The current pandemic, blind spots in information flows through supply lines, the shutdowns in meat processing plants around the world, the ongoing shortages in personal protective equipment and, most recently, the scandal involving British retailer Boohoo, have all underscored the importance of resilient, sustainable, legally compliant and ethical supply chains. In addition to geographic and […]

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Managerial Duties and Managerial Biases

One of the most striking developments in research on corporate finance and corporate governance over the last decade is the rise of behavioral finance. While earlier behavioral research had focused on psychological biases in the economic decision making of consumers or individual investors, the more recent research has provided evidence of their significant explanatory power […]

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Weekly Roundup: August 7–13, 2020

Board Structure, Director Expertise, and Advisory Role of Outside Directors Posted by Jun-Koo Kang (Nanyang Technological University), on Friday, August 7, 2020 Tags: Board monitoring, Board performance, Boards of Directors, China, Director qualifications, International governance, Outside directors Statement by Commissioner Lee on Proposed Summary Shareholder Report Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Friday, August 7, 2020 Tags: Asset management, Disclosure, Investor protection, Mutual […]

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Comment Letter to DOL

I am writing on behalf of the Council of Institutional Investors (CII), a nonprofit, nonpartisan association of U.S. public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of approximately $4 trillion. Our member funds include […]

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Does Joining the S&P 500 Index Hurt Firms?

For investors wanting to hold common stocks, the best-known investment textbooks show that it is hard to do better than investing in a low cost indexed fund. However, little is known about whether firms benefit from being included in the S&P 500 index. Joining the S&P 500 index can have both positive and negative effects […]

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Audit Committee Priorities in the Current Quarter and Beyond

Financial reporting during the first quarter of the coronavirus disease 2019 (“COVID-19”) pandemic was challenging for most companies. Reporting for the second quarter promises to be even more so given the prolonged impact of the pandemic. As companies continue to grapple with the implications of managing operations remotely, supplier disruptions, government assistance, and more, audit […]

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Was the Business Roundtable Statement on Corporate Purpose Mostly for Show? – (1) Evidence from Lack of Board Approval

Wednesday of next week 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 […]

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IQ from IP: Simplifying Search in Portfolio Choice

With the proliferation of information signals in both quantity and dimensionality in recent decades, investors face an increasingly complex portfolio choice problem. These forces create a classic signal-to-noise problem, in which an agent must dig through an ever-larger information set to decipher and to create profitable signals. In a Grossman-Stiglitz world, an agent will be […]

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Exercising Business Judgment Through COVID-19

As COVID-19 related restrictions begin to ease, boards and management face unique decisions as to how to return to a new normal amid evolving legal requirements, health guidelines and divergent stakeholder concerns and expectations. A focus on business judgment will assist corporate leaders in making these tough decisions and finding a path to the other side of the […]

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Shareholder Complaints Seek to Hold Directors Liable for Lack of Diversity

Earlier this month, three separate shareholder derivative lawsuits were filed in California federal court against the directors and officers of Oracle Corporation, Facebook, Inc., and Qualcomm, Inc., respectively. The three complaints, filed by the same lawyers, contain intentionally provocative allegations that, despite public statements emphasizing the importance of diversity within their respective organizations, the boards and […]

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