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HLS Faculty & Senior Fellows
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
Keynote Speech at the Society for Corporate Governance National Conference
Introduction Good afternoon, everyone. Thank you, Keir [Gumbs], for the kind introduction, and thank you to the Society for Corporate Governance for the invitation to speak today. I had been looking forward to seeing everyone in Colorado this week but, of course, life for all of us has changed since we made those plans. Given […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Corporate liability, Disclosure, ESG, Institutional Investors, Materiality, SEC, Securities regulation, Sustainability
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The Spread of Covid-19 Disclosure
We recently published a paper on SSRN (“The Spread of COVID-19 Disclosure”) that examines disclosure practices across all U.S. public companies during the initial spread of COVID-19. Investors rely on corporate disclosure to make informed decisions about the value of companies they invest in. Corporate disclosure includes not only financial statement information that quantifies earnings, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged COVID-19, Form 10-K, Form 10-Q, Information environment, Market conditions, Peer groups, Reporting regulation, Risk disclosure, Risk oversight, Securities regulation, Shareholder value, Transparency
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The Role of Long-Term Institutional Investors in Activism
Executive Summary The prevailing wisdom is that activist investors can drive corporate short-term behavior themselves. The prevailing wisdom is wrong. At just 0.3% of total global equity assets under management (AUM) in 2018, activists depend on the support of long-term investors for their influence. Without clarity on long-term shareholders’ views, companies perceive short-term pressure coming […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Asset management, Institutional Investors, Investor horizons, Long-Term value, Shareholder activism, Shareholder value, Short-termism
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DOL Proposes New Rules Regulating ESG Investments
As ESG investing continues to accelerate, the Department of Labor (“DOL”) has proposed for public comment rules that would further burden the ability of fiduciaries of private-sector retirement plans to select investments based on ESG factors and would bar 401(k) plans from using a fund with any ESG mandate as the default investment alternative for […]
Click here to read the complete postFive Ways a Sustainability Strategy Provides Clarity During a Crisis
The COVID-19 pandemic is requiring companies to focus on survivability—whether they have the financial, human, and other resources to make it through this period of intense disruption. This is also a time, however, for companies to consider the value of their existing sustainability strategies. Companies with robust sustainability programs are more likely to perform well […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Materiality, Stakeholders, Sustainability
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The Information Content of Corporate Earnings: Evidence from the Securities Exchange Act of 1934
The Security Exchange Act of 1934 ( “the Act”) is the most expansive secondary market regulation enacted in the history of the United States. The Act was the first federal law to mandate disclosure of audited financial statements, it established the Securities and Exchange Commission (SEC), and is still the basis of much financial litigation. […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Disclosure, Earnings announcements, Earnings disclosure, Financial reporting, Firm performance, Information environment, Securities regulation
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Chancery Court Denies Motion to Dismiss and Application of MFW Safe Harbor
In a 94-page opinion issued last Thursday, Vice Chancellor Laster denied defendants’ motion to dismiss in In re Dell Technologies Inc. Class V Stockholders Litigation, finding that the complaint alleged facts that made it “reasonably conceivable” that the safe harbor established by Kahn v. M&F Worldwide Corp. (“MFW”), 88 A.3d 635 (Del. 2014), would not apply and thus […]
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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, Dell, Dual-class stock, Merger litigation, Mergers & acquisitions, MFW, Safe harbor
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Roadmapping Practical Human Capital Management Considerations
As discussed in our previous post, in order for companies to successfully manage HCM issues arising in 2020, it will be important for them to be proactive. How companies do that will be a function of each company’s profile, its available resources and its individual culture, but there will be some common themes that emerge. […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Corporate culture, COVID-19, Disclosure, Diversity, ESG, Executive education, Human capital, Labor markets, Long-Term value, Management, Oversight, Stakeholders
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An Analysis of the Supreme Court’s Decision in Liu v. SEC
On June 22, 2020, the U.S. Supreme Court threw the SEC a lifeline in the highly-anticipated decision of Liu v. SEC. In an 8-to-1 decision, the Justices held that the SEC may continue to obtain disgorgement in federal court, albeit in a significantly narrowed fashion. Although the SEC has routinely sought, and often secured, disgorgement […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, Kokesh, SEC, SEC enforcement, Securities enforcement, Supreme Court
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