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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
The Rise of Standardized ESG Disclosure Frameworks in the United States
Over the last several years, U.S. public companies have faced increasing pressure from investors and other stakeholders to disclose their environmental, social and governance (“ESG”) risks, practices and impacts. In the last few years, with more U.S. public companies publishing sustainability reports and other ESG disclosures, some investors have expressed concern that the lack of […]
Click here to read the complete postAiding and Abetting Claims Against Board Advisors and Buyer
In an important decision for M&A professionals and other board advisors, the Delaware Court of Chancery addressed a stockholder plaintiff’s claims that the target board’s financial advisor and law firm, as well as the private equity buyer, aided and abetted a breach of fiduciary duty by the target board in connection with a take-private merger. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Financial advisers, Going private, Merger litigation, Mergers & acquisitions
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Second Circuit Opinion on Corporate Scienter in Securities Fraud Class Actions
It is well-settled under the PSLRA’s heightened pleading standards that a securities fraud plaintiff must allege particularized facts giving rise to a strong inference of scienter. However, courts have occasionally struggled to set forth clear standards for how this burden can be met with respect to a corporation (as opposed to an individual defendant). In […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Consumer protection, PSLRA, Rule 10b-5, Scienter, Section 10(b), Securities fraud, Securities litigation, U.S. federal courts
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DOJ Updates Guidance on the Evaluation of Corporate Compliance Programs
Summary On June 1, 2020, the Criminal Division of the U.S. Department of Justice released updated guidance to its prosecutors on how to evaluate the design, implementation, and effective operation of corporate compliance programs in determining whether, and to what extent, the DOJ considers a corporation’s compliance program to have been effective at the time […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance and disclosure interpretation, DOJ, Incentives, Mergers & acquisitions, Misconduct, Oversight, Risk management
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Making Corporate Purpose Tangible—A Survey of Investors
Calls for a more responsible capitalism have gone louder in recent years. A major shift happened last August 2019 when the Business Roundtable (BRT) published a ‘Statement on the Purpose of a Corporation’. For the first time, the BRT, an organisation that represents the CEOs of America’s largest companies, embraced the concepts of corporate purpose […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, Engagement, ESG, Firm performance, Institutional Investors, Long-Term value, Performance measures, Stakeholders, Surveys, Sustainability
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Back to Work: Protect Directors Too
As companies refine and implement their return-to-work plans, they must wrestle with complex legal compliance risks posed by the continuing threat of the COVID-19 pandemic. In addition to complying with established laws governing worker safety, accommodation of those with disabilities, and personal privacy, companies will need to ensure that their reopening plans comply with an […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance and disclosure interpretation, COVID-19, Delaware cases, Delaware law, Fiduciary duties, In re Caremark, Risk oversight, Securities litigation
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Weekly Roundup: June 12–June 18, 2020
A Successful Season for SASB-Based Shareholder Resolutions Posted by Paul Rissman, Rights CoLab and Andrew Behar, As You Sow, on Friday, June 12, 2020 Tags: Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, SASB, Shareholder proposals, Shareholder voting, Sustainability SEC Staff Shows New Openness to Closed-End Fund Defenses Posted by Clifford J. Alexander, Jennifer R. Gonzalez, and George Zornada, K&L Gates LLP, on Friday, June 12, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Directors’ Fiduciary Duty in a Pandemic
COVID-19 has had and will continue to have impacts on virtually every corporation in Canada and globally. Such a disrupting chain of events, combined with freshly enacted changes to corporate legislation for federally incorporated corporations, may raise questions on the scope of directors’ fiduciary duty. If the recent legislative amendments have provided certain clarifications on […]
Click here to read the complete postPaying by Donating: Corporate Donations Affiliated with Independent Directors
The monitoring role of independent directors on corporate boards has long been a topic of interest in the corporate governance literature. Stock-exchange rules establishing directors’ independence are typically based on transaction-based financial ties, and most empirical research classifies independent directors according to this limited assessment. However, independent directors may have other ties to top executives […]
Click here to read the complete postConfronting Climate Risk
After more than 10,000 years of relative stability—the full span of human civilization—the Earth’s climate is changing. Since the 1880s, the average global temperature has risen by about 1.1 degrees Celsius, driving substantial physical impact in regions around the world. As average temperatures rise, acute hazards such as heat waves and floods grow in frequency […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Risk, Risk management, Sustainability
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