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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
COVID-19: Due Diligence Considerations for M&A Transactions
Buyers in M&A transactions should consider a number of due diligence items in response to COVID-19 and the governmental response thereto. As parties pursue mergers and acquisitions transactions during, and in the wake of, the COVID-19 pandemic, both buyers and targets should consider a number of factors from a due diligence perspective, including the impact […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Compliance and disclosure interpretation, COVID-19, Due diligence, Labor markets, Mergers & acquisitions
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Director Compensation Practices in the Russell 3000 and S&P 500: 2020 Edition
At its core, the director role is primarily one of stewardship rather than execution. While “pay for performance” has become a mantra for executive compensation in the last decade, the concept does not extend in the same way to director pay. Rather, director pay structures are oriented toward compensating for time commitments and leadership. Retainers […]
Click here to read the complete postESG in the Mainstream: Sell-Side Analysts Addressing ESG Concerns
S&P Global, Northern Trust and T. Rowe Price recently announced the expansion of their ESG analytics offerings: S&P Global has launched its proprietary S&P Global ESG Scores which covers more than 7,300 companies; Northern Trust has launched its ESG Analytics Summary which provides investors with snapshots of their portfolio’s ESG performance; and T. Rowe Price […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Stewardship, Sustainability
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Weekly Roundup: May 22–28, 2020
Statement by Commissioner Lee on Financial Disclosures About Acquired and Disposed Businesses Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Friday, May 22, 2020 Tags: COVID-19, Disclosure, Financial reporting, Mergers & acquisitions, Reporting regulation, SEC, SEC rulemaking, Securities regulation, Transparency Remarks by Commissioner Peirce at Meeting of the SEC Investor Advisory Committee Posted by Hester Peirce, U.S. Securities and Exchange Commission, on Friday, […]
Click here to read the complete postOpening Remarks by Chairman Clayton at the Meeting of the Asset Management Advisory Committee
Thank you, Ed [Bernard]. I would like to welcome everyone to the second meeting of the Commission’s Asset Management Advisory Committee. I am glad that the Committee is able to meet virtually today. Thank you to everyone participating, including Commissioners Peirce and Lee; our panelists; and the members of the Committee. I would like to […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, COVID-19, ESG, Institutional Investors, Investment advisers, Investor protection, Securities regulation
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Recommendation from the Investor-as-Owner Subcommittee of the SEC Investor Advisory Committee Relating to ESG Disclosure
For close to 50 years, the SEC has periodically contemplated whether ESG disclosures are material and should be incorporated into its integrated disclosure regime for SEC registered Issuers. This recommendation asserts that the time has come for the SEC to address this issue. Addressing ESG disclosure now will (a) provide investors with the material, comparable, […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, Materiality, Securities regulation, Stakeholders, Sustainability
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Material Adverse Effect Clauses and the COVID-19 Pandemic
In a working paper just posted on SSRN, I consider whether the COVID-19 pandemic, the governmental responses thereto, and a company’s actions taken in reaction to both of these are likely to constitute a “Material Adverse Effect” (MAE) within the meaning of a typical MAE clause in a public company merger agreement. In addition to […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Acquisition agreements, COVID-19, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Systemic risk
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On the Purpose of the Corporation
The growing view that corporations should take into account environmental, social and governance (ESG) issues in running their businesses, and resistance from those who believe that companies should be managed solely to maximize share price, has intensified the focus on the more fundamental question of corporate governance: what is the purpose of the corporation? The […]
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Posted in Boards of Directors, Corporate Social Responsibility, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, COVID-19, ESG, International governance, Long-Term value, Profitability, Shareholder value, Stakeholders, Sustainability
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Three Is Not A Trend: Another Caremark Claim Survives A Motion To Dismiss, But Does Not Reflect A Change In The Law
The Delaware Court of Chancery recently denied another motion to dismiss a Caremark claim in Hughes v. Hu. Under In re Caremark International Inc. Derivative Litigation, directors have a duty to exercise oversight and monitor a corporation’s operational viability, legal compliance, and financial performance and reporting. Hughes is now the second decision, after In re […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Audit committee, Boards of Directors, Books and records, Caremark, Delaware cases, Delaware law, Disclosure, Discovery, Merger litigation, Mergers & acquisitions
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