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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Some Thoughts for Boards of Directors in 2020: A Mid-Year Update
The past six months have been marked by a profound upheaval that has accelerated the growing focus on both the purpose of the corporation and the role of the board in overseeing and leading the corporation in ways that promote sustainable business success. For a number of years, there has been a growing sense of […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Class actions, Climate change, COVID-19, Environmental disclosure, ESG, Human rights, Institutional Investors, Shareholder activism, Stakeholders, Sustainability
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Key Takeaways and Best Practices from Virtual Shareholders Meetings in 2020
In 2009, Broadridge Financial Services launched its virtual shareholders meeting platform, pitching it to companies as a convenient and economical alternative to traditional in-person annual meetings and a way to increase shareholder participation. Four companies used the platform that first year, with only one using it completely in lieu of an in-person meeting (now commonly […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Shareholder meetings, Shareholder voting, Virtual meetings
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The Hostile Bid Is Dead. Long Live the Hostile Bid?
With much of the world focused on the immediacy of the COVID-19 pandemic, including its heavy human and economic toll, we have cast our eyes optimistically on the (near, we hope) future when companies regain sufficient confidence to re-enter the public M&A market in large numbers. Although attention has largely centred on businesses that are […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition premiums, Bidders, Canada, Hostile takeover, International governance, Mergers & acquisitions, Strategic buyers, Takeover premiums
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Human Capital Management: The Mission Critical Asset
Human capital management (HCM) is one of the most significant corporate governance themes emerging in 2020, shining a spotlight on a topic that had already been a growing focus for many stakeholders. HCM sits at the intersection between investors, the workforce and consumers, it tugs at many deep-rooted social and political societal values, and it […]
Click here to read the complete postGoing Beyond “Use-Of-Proceeds” to Reach International Sustainability Targets
More than a decade after the first Green Bond issuance, the original model of Use-of-Proceeds deals, where proceeds are spent on specifically identified projects, appears insufficient to meet international sustainability targets. The market has seen a number of new structures in the past year alone—from sustainability-linked bonds dedicated to general corporate purposes to transition bonds. […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bonds, Capital formation, Capital markets, ESG, International corporate governance, Reputation, Sustainability, Transparency
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Director and Officer Duties in Management Buyouts: A Comparative Assessment
The U.S. and U.K. regulatory frameworks diverge in important ways—especially concerning their fiduciary duties. Scholars have therefore found it useful to compare how the two frameworks govern both merger and acquisition (M&A) transactions and self-dealing transactions. But scholars have yet to comparatively assess U.S. and U.K. regulations for the M&A transaction that may pose the greatest risk […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Accountability, Acquisitions, Boards of Directors, Buyouts, Fiduciary duties, Going private, International governance, Management, Mergers & acquisitions, Securities enforcement, UK
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Justice Department Updates Its Guidance on Corporate Compliance Programs
Earlier this month, the Criminal Division of the Department of Justice updated its guidance for prosecutors to use when evaluating a company’s compliance program in the context of corporate charging and settlement decisions. While the revised guidance is very similar to DOJ’s April 2019 version, it includes substantive updates in a number of areas—including regarding […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Compliance officer, DOJ, Due diligence, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities regulation, Settlements
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Time to Rethink the S in ESG
Putting the ‘S’ in context In early 2019, we wrote a paper highlighting that the focus on Environmental, Social & Governance or ‘ESG’ issues in the capital markets had firmly shifted from the margin to the mainstream. This shift was reflected in the scale of capital being invested in ESG oriented investment funds alongside a […]
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SEC Should Mandate Disclosures on COVID-19 Risks and Responses
June 16, 2020 The Honorable Jay Clayton Chairman U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Comprehensive disclosure requirements to allow investors and the public to analyze companies during the COVID-19 pandemic. Dear Chairman Clayton, Investors and the general public are struggling to understand how the COVID-19 pandemic is impacting […]
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