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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
Weekly Roundup: June 5–June 11, 2020
Value Creation in Private Equity Posted by Markus Biesinger (EBRD), Çağatay Bircan (EBRD), and Alexander Ljungqvist (Stockholm School of Economics), on Friday, June 5, 2020 Tags: Emerging markets, Financial reporting, Long-Term value, Private equity, Profitability, Venture capital firms A Framework for Management and Board of Directors Consideration of ESG and Stakeholder Governance Posted by Martin Lipton, Steven A. Rosenblum, and William Savitt, […]
Click here to read the complete postStock Ownership Guideline Administration
Stock ownership guidelines are a common element of today’s pay programs for executives and directors which reinforce one of the key objectives of equity awards: building and maintaining stock ownership over an individual’s career. Compliance with those guidelines can be problematic in times when there is considerable volatility in financial results and stock prices as […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Firm performance, Incentives, Long-Term value, Ownership, Pay for performance
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COVID-19 and Club Deals: An Alternative to Debt Financing for Acquirors
As the COVID-19 pandemic continues to cause turmoil in the global economy and financial markets, debt financing sources are tightening their grip on available liquidity while reassessing existing facilities and lending practices in light of these new market conditions. Many companies have drawn down existing revolvers as a source of liquidity to ride out the […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Antitrust, Club deals, Confidentiality, Liquidity, Mergers & acquisitions, Private equity
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Investment Advisers’ Fiduciary Duties: The Use of Artificial Intelligence
Artificial intelligence (AI) is an increasingly important technology within the investment management industry. AI has been used in a variety of ways—including as the newest strategy for attempts to “beat the market” by outperforming passive index funds that are benchmarked against the S&P 500, despite the long-standing finding that index funds consistently win that contest. […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Artificial intelligence, Disclosure, Fiduciary duties, Financial technology, Institutional Investors, Investment advisers, Investment Advisers Act, Securities regulation
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An Early Look at the 2020 Proxy Season
With only one month remaining in the 2020 proxy season, an examination of early voting statistics among Russell 3000 companies reveals that climate-related investor concerns are having a meaningful impact on the 2020 season. This is not surprising given the focus paid to this topic by both BlackRock and State Street in their respective CEO […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, ESG, Proxy season, Say on pay, Shareholder proposals, Shareholder voting
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Loss Causation in Securities Fraud Cases Brought After a Crisis
The economic disruptions caused by COVID-19 are causing many to question whether a new wave of investment losses are on the horizon and whether a corresponding wave of investor-led litigation reminiscent of financial crisis era litigation will follow. In a significant decision for defendants, the New York Supreme Court Commercial Division recently reminded would-be plaintiffs […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged CDOs, COVID-19, Loss causation, New York, Securities enforcement, Securities fraud, Securities litigation
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The Ripple Effect of EU Taxonomy for Sustainable Investments in U.S. Financial Sector
Environmental, Social and Governance (ESG) Funds have demonstrated competitive financial performance in recent years, and were found by a recent Morningstar survey to be more resilient than their conventional counterparts to the financial impacts of the COVID-19 pandemic. As U.S. investors increasingly take ESG factors, and particularly climate change, into account, they should monitor and, […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, COVID-19, Environmental disclosure, ESG, EU, Europe, Institutional Investors, International governance, Sustainability
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COVID-19: A Review of Recent Securities Fraud Enforcement Actions
As noted in our earlier alert concerning securities enforcement actions, as COVID-19 spread swiftly across the United States in the early months of 2020, the Securities and Exchange Commission (SEC) began issuing warnings about potential pandemic-related disclosures, fraud and disruptions to the financial markets. On January 30, 2020, SEC Chairman Jay Clayton announced that the […]
Click here to read the complete postDelisting Chinese Firms: A Cure Likely Worse than the Disease
In May, the Senate unanimously passed a bill—the Holding Foreign Companies Accountable Act—designed to improve financial reporting by China-based firms trading on U.S. exchanges. Fraud at these firms—including most recently Luckin Coffee—has cost American investors tens of billions of dollars over the last decade. The bill thus targets a real problem. Unfortunately, its remedy is […]
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Posted in Academic Research, Accounting & Disclosure, HLS Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Accountability, Audits, China, Disclosure, Financial reporting, International governance, PCAOB, SEC, Securities regulation, US Senate
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Climate Change Litigation Takes an Ominous Turn
Last week witnessed a critical but largely unremarked advance for plaintiffs seeking to impose liability on major public companies for the social costs of climate change. The Ninth Circuit’s ruling in City of Oakland v. BP PLC cleared the path for state-court litigation against corporate defendants on the theory that producing, distributing, using, or profiting […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate liability, Environmental disclosure, ESG, Liability standards, Securities litigation, Sustainability, U.S. federal courts
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