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

Does Common Ownership Explain Higher Oligopolistic Profits?

There is compelling evidence that both concentration and profitability in oligopolistic industries have increased over the past two decades. Over roughly the same time period, the concentration of shareholding in the hands of the largest institutional investors has dramatically increased, with an increase in the degree to which investors (such as Vanguard, State Street and […]

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COVID-19 and Executive Pay

COVID-19 has caused many illnesses and deaths worldwide. It also has caused significant economic loss for many business enterprises and this may impact, in turn, on the compensation those enterprises pay their executives. Today’s column discusses the impact COVID-19 may have on executive compensation. On March 13, 2020, the President of the United States declared […]

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Weekly Roundup: June 26–July 2, 2020

Response to US Critics of the French Securities Regulator Position on Activism Posted by Alain Pietrancosta (University of Paris) and Alexis Marraud des Grottes (Orrick Herrington & Sutcliffe LLP), on Friday, June 26, 2020 Tags: EU, Europe, France, International governance, Securities regulation, Shareholder activism, Short sales, Transparency Testimony by Chairman Clayton before the Investor Protection, Entrepreneurship, and Capital Markets Subcommittee U.S. House Committee on […]

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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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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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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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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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MFW Pitfalls: Bypassing the Special Committee and Pursuing Detrimental Alternatives

On June 11, the Delaware Court of Chancery issued important guidance to boards of directors of Delaware corporations and their controlling stockholders seeking to utilize the dual protections of MFW —a special committee and a majority of the minority vote—to insulate themselves from fiduciary liability in connection with various corporate transactions. First, the court held […]

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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 […]

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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications | Tagged , , , , , , , , | 1 Comment

Going 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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