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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
ESG 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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First Quarter Disclosure Trends and Second Quarter Disclosure Expectations
The coronavirus pandemic (COVID-19) has had a significant impact on many if not all US publicly-traded companies. Whether companies suffered breaks in their supply chains, closures of their sites, or faltering demand as consumers were forced to stay at home, companies endured disruptions that, in some cases, materially impacted their results. Yet, despite this unprecedented […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting standards, COVID-19, Disclosure, Earnings disclosure, Financial reporting, GAAP, Internal control, Regulation S-K, Risk, Risk disclosure
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Mutual Fund Performance and Flows During the COVID-19 Crisis
Active equity mutual funds are well known to have underperformed passive benchmarks net of fees. Even so, the active management industry continues to manage tens of trillions of dollars. The puzzling coexistence of a large underperforming active management industry and an accessible passive management industry raises an important question: why are investors willing to tolerate […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Asset management, COVID-19, ESG, Fund performance, Institutional Investors, Mutual funds, Shocks, Sustainability
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The SEC’s Spring 2020 RegFlex Agenda
With so much going on in connection with COVID-19 and its impact, it would be easy to overlook the rest of the SEC’s agenda. And it’s a lengthy one. The new Spring Regulatory Flexibility Act Agenda was published at the end of June, so it’s time to look at what’s on deck for the SEC […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Accredited investors, Board composition, Boards of Directors, Diversity, Proxy plumbing, Proxy voting, Risk disclosure, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Synthetic Governance
Scholars, practitioners and policymakers continue to debate what constitutes “good” corporate governance. Investors threaten to vote against directors of issuers with defective governance practices while, at the same time, call for regulators to ban particularly controversial practices such as fee-shifting bylaws and dual class voting structures. Although empirical studies have failed to develop conclusive evidence […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, Securities Regulation
Tagged Asset management, Capital markets, Dual-class stock, Index funds, Institutional Investors, Private ordering, Securities regulation, Shareholder voting
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Five Key Points About the DOL’s New Fiduciary Rule
On June 29, 2020, the U.S. Department of Labor (DOL) announced a new proposed class exemption to certain prohibited transaction restrictions in the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Internal Revenue Code of 1986, as amended (the Code), entitled “Improving Investment Advice for Workers & Retirees.” The proposed exemption […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, DOL, ERISA, Fiduciary rule, Investment Advisers Act, Retirement plans, Securities regulation
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SEC Identifies Private Fund Deficiencies
On June 23, 2020, the SEC Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert that highlights commonly encountered deficiencies in examinations of hedge fund managers and private equity fund sponsors. At the outset, the Risk Alert connects its observations with respect to private investment funds with the current Commission’s repeated focus on […]
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Posted in Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Conflicts of interest, Disclosure, Hedge funds, Investment advisers, Investor protection, OCIE, Private equity, Risk, SEC, SEC enforcement, Securities regulation
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Letter to Clayton and Hinman on Virtual and Hybrid Meetings
We are writing on behalf of the investors, asset managers and asset owners represented by our members, who collectively represent hundreds of institutional investors with at least $45 trillion in assets under management. Our organizations recognize the exceptional circumstance of this year’s AGM season in the midst of the Covid-19 crisis. Due to this pandemic, […]
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