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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
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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Stakeholder Capitalism and the Pandemic Recovery
As of this writing, the US COVID-19 pandemic impacts include 100,000 dead and almost 40 million newly unemployed. The reopening process is anticipated to yield a “roller coaster” recovery in which businesses will restart and then shut down again in response to workforce and regional outbreaks. Although all members of society are affected by this […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, COVID-19, Disclosure, ESG, Fiduciary duties, Institutional Investors, International governance, Shareholder proposals, Shareholder voting, Stakeholders
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The Politicization of Corporate Governance—A Viable Alternative?
It is accepted almost as a truism that without robust and efficiency-driven legal institutions, markets are limited in their ability to sustain capital market growth. Beyond early stages of market development, local alternatives are expected to give way to certain traits of corporate capitalism if further growth is to be achieved. This prevailing expectation is […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Accountability, Anti-corruption, Capital markets, China, International governance, Oversight, Social capital, State control, Transparency
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Top 10 Key Trends at 2020 Proxy Mid-Season
It is impossible to discuss this proxy season without acknowledging the impact that the COVID-19 pandemic has had and its resulting highs and lows. While the virus has upended the planning and conduct of annual shareholder meetings, it has also caused regulators, issuers, third-party vendors and other market participants to collaborate to avoid significant disruption […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Dividends, ESG, Executive Compensation, Institutional Investors, Poison pills, Repurchases, Shareholder proposals, Virtual meetings
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Mitigating Accounting Fraud Risk During the Pandemic: Regulators’ Concerns and Prospective Solutions
The COVID-19 pandemic brought with it economic downturn forcing businesses to compete with fewer resources and major operational hurdles. Historically, economic downturn yields more accounting fraud: Old fraud is uncovered amid heightened financial scrutiny while the conditions for new fraud flourish. We saw this in the 2008 financial crisis, but expect swifter and fiercer enforcement […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, COVID-19, Disclosure, Financial reporting, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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Shareholder Proposals Shaking Up Shareholder Say
One of the most remarkable recent developments with regard to shareholder power is how American shareholders have forced boards of directors to amend even charter provisions to strengthen shareholder rights. In stark contrast, shareholder proposals have (so far) been relatively rare in Europe. Is the American abundance of successful shareholder proposals the epitome of strong […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation
Tagged Boards of Directors, Europe, International governance, Proxy access, Shareholder proposals, Shareholder voting
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A Framework for Management and Board of Directors Consideration of ESG and Stakeholder Governance
As directors and shareholders become increasingly attuned to ESG considerations and stakeholder-oriented governance, they have sought guidance about how to incorporate these imperatives into the board’s decision-making process—particularly regarding decisions that entail trade-offs or an allocation of resources between and among stakeholders and ESG objectives. Our answer to this question is rooted in the classic […]
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Posted in ESG, Practitioner Publications
Tagged Boards of Directors, Decision-making, Delaware law, Engagement, ESG, Firm valuation, Long-Term value, Reputation, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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Value Creation in Private Equity
Private equity (PE) firms are often said to use their industry expertise and operational know-how to identify attractive investments, to develop value creation plans for those investments, and to generate attractive investors returns by implementing their value creation plans. Although many studies refer to such value creation plans, there is no systematic evidence on what […]
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