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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Dutch Stakeholder Experience
Recently, there have been significant developments towards a more stakeholder-oriented governance model, as evidenced by, among other things, the statements from the Business Roundtable and the World Economic Forum, as well as statements from institutional shareholders like BlackRock. Simultaneously, there has been increasing interest in re-evaluating the purpose of the corporation, for example in the […]
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Posted in Boards of Directors, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESG, EU, Europe, Fiduciary duties, Institutional Investors, International governance, Netherlands, Stakeholders, Stewardship
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SEC Proposes Increase in Form 13F Reporting Threshold
On July 10, 2020, the Securities and Exchange Commission (“SEC”) announced that it has proposed amendments to the Form 13F filing requirements to raise the reporting threshold from $100 million to $3.5 billion and to make other changes. Adopted pursuant to a 1975 statutory directive to the SEC, Section 13(f) of the Securities Exchange Act […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Disclosure, Financial reporting, Form 13F, Institutional Investors, Ownership, SEC, Securities regulation
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Introduction to ESG
Interest on the part of investors and other corporate stakeholders in environmental, social and governance (“ESG”) matters has surged in recent years, and the current economic, public health and social justice crises have only intensified this focus. ESG, at its core, is a means by which companies can be evaluated with respect to a broad […]
Click here to read the complete post2020 Activist Investor Report
There has been a surge in activist interventions at companies around the world, and there has also been a broadening of focus—activism is no longer the sole province of hedge funds and other specialized investors; activism is now not just seeking to unlock value, but also to intervene in governance and performance areas. As institutional […]
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Posted in Boards of Directors, Executive Compensation, Mergers & Acquisitions, Practitioner Publications
Tagged Board composition, Board tenure, Boards of Directors, Director tenure, Executive Compensation, Management, Mergers & acquisitions, Shareholder activism
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Renewed Interest in IPOs of Public Benefit Corporations
I can think of only one public company that is currently a Delaware Public Benefit Corporation. That’s Laureate Education, which initially filed with the SEC in 2015 and went effective in 2017. (See this PubCo post.) Now, finally, we have a second company that has filed for its IPO as a PBC—Lemonade, Inc., which declares […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Benefit corporation, Corporate forms, Delaware law, DGCL, ESG, IPOs, Shareholder primacy, Stakeholders
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The Market for CEOs
CEOs have first-order effects on firms, which makes an efficient CEO labor market important. Several influential studies argue that the market for CEOs is well described by models with perfect competition and no frictions (Tervio 2008; Gabaix and Landier 2008; Edmans, Gabaix, and Landier 2009). Other influential studies argue that firms’ demand for managerial skills […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive turnover, Human capital, Labor markets, Management, Succession
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Weekly Roundup: July 24–30, 2020
Statement by Commissioner Lee at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules Posted by Alison Herren Lee, U.S. Securities and Exchange Commission, on Friday, July 24, 2020 Tags: Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, Securities regulation, Shareholder voting Statement by Commissioner Peirce at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules Posted by Hester […]
Click here to read the complete postESG Agenda
Oversight of Political and Social Statements Many companies have made public statements in the wake of George Floyd’s death, addressing complex social issues including racism and inequality. More than 200 S&P 500 companies issued public statements, and many others have sent company-wide internal messages. Our analysis of these statements shows that companies have become more […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Corporate Social Responsibility, ESG, Human capital, Institutional Investors, Reputation, SASB, SSgA, Stakeholders, Stewardship, Sustainability, Vanguard
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Did Delaware Really Kill Corporate Law? Shareholder Protection in a Post-Corwin World
Corwin v. KKR is considered one of the most important corporate law decisions of this century. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment rule whenever a transaction “is approved by a fully informed, uncoerced vote of the disinterested stockholders.” Commentators see Corwin as the poster child of […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Corwin, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Revlon
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DOJ and SEC Update FCPA Resource Guide
In early July 2020, the U.S. Department of Justice (“DOJ”) and U.S. Securities and Exchange Commission (“SEC”) released the second edition of their joint guidance on the U.S. Foreign Corrupt Practices Act (“FCPA”), A Resource Guide to the U.S. Foreign Corrupt Practices Act (the “updated Resource Guide”). The updated Resource Guide is the first new […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Compliance and disclosure interpretation, DOJ, FCPA, Merger litigation, Mergers & acquisitions, Misconduct, SEC, SEC enforcement, Securities enforcement
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