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

The Long-Term Impact of the Pandemic on Corporate Governance

The pandemic is likely to have lasting, material repercussions for how health care enterprises approach corporate governance. These repercussions are separate and distinct from the board’s disaster-response duties that were summoned into application during the height of the health crisis. Rather, they relate to how certain traditional governance principles and practices are expected to change […]

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Response Letter to Statement Announcing SEC Staff Roundtable on Emerging Markets

Via Email July 8, 2020 The Honorable Jay Clayton Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: July 9 Roundtable on Emerging Markets Dear Mr. Chairman: I am writing in response to the May 4 “Statement Announcing SEC Staff Roundtable on Emerging Markets” soliciting “views on the risks of investing in […]

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CEO Summit

Overview CEO Summit participants were in strong agreement: CEOs must speak up about racism and companies must take concrete actions to become more inclusive. Even companies that are already taking action must do more. The starting point, in the view of many CEOs, is to initiate conversations, which can be difficult. This involves communicating with […]

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COVID-19: Audit Committee Financial Reporting Guidebook

The global economy and business community are still feeling the profound impacts of COVID-19, and will for sometime in the future. Given the current business and market conditions amid the pandemic, companies and audit committees continue to face accounting and reporting challenges as they meet regulatory requirements and respond to investor expectations. Audit committees need […]

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Maximizing the Benefits of Board Diversity: Lessons Learned From Activist Investing

Introduction In recent years, publicly traded companies in the United States have faced increasing pressure to improve diversity on their corporate boards. Influenced by state legislation as well as the efforts of institutional investors and other diversity advocates, companies are recruiting more female directors than ever before. Approximately 45 percent of the directors added to […]

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The Effect of Managers on Systematic Risk

In the paper The Effect of Managers on Systematic Risk, we ask whether top manager-specific differences account for part of the unexplained variation in traditional asset pricing models. A key principle in asset pricing theory is that investors are compensated for bearing systematic risk, but not idiosyncratic risk. Drawing on this insight, empirical asset pricing […]

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Rulemaking Petition on Disclosure to Help Assess Climate Risk

Ms. Vanessa Countryman, Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 June 10, 2020 Dear Secretary Countryman, On behalf Impax Asset Management LLC, Investment Adviser to Pax World Funds, we submit this rulemaking proposal to require that companies identify the specific locations of their significant assets, so that investors, analysts and […]

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Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement

In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of transactions whereby the controller purchased preferred interests in the limited liability company from a member and subsequently amended the limited liability […]

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Protecting Financial Stability: Lessons from the Coronavirus Pandemic

The coronavirus pandemic has produced a public health debacle of the first-order. But, the virus has also propagated the kind of exogenous shock that can precipitate—and to a certain degree has precipitated—a systemic event for our financial system. This still unfolding systemic shock comes a little more than a decade after the last financial crisis. […]

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COVID-19: Navigating Core Audit Committee Responsibilities

As businesses confront the profound operational, financial and workforce disruption brought on by the COVID-19 pandemic, there’s no such thing as business as usual. That’s as true for corporate boards as it is for frontline workers. In particular, audit committees will have a lot on their plates in the coming months to provide critical oversight […]

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