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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 Toshiba Securities Litigation: Perils For Foreign Issuers
On January 28, 2020, following remand from the Ninth Circuit, the district court in Stoyas v. Toshiba Corp. denied a motion to dismiss a complaint asserting claims under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and Japanese law against a foreign issuer on behalf of investors in unsponsored American Depositary Receipts (“ADRs”), […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged California, Foreign issuers, International governance, Japan, Morrison v. National Australia Bank Ltd., Section 10(b), Securities litigation, Securities regulation, U.S. federal courts
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Speech by Commissioner Roisman at the Council of Institutional Investors Conference
I. Introduction Thank you for inviting me to speak today, at CII’s Spring 2020 Conference. Since I assumed office eighteen months ago, I believe I have had more meetings with CII and its members than any other group. I have appreciated these candid exchanges of ideas, and they have influenced my thinking about many issues […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Institutional Investors, Investment advisers, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Universal proxy ballots
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Advancing ESG Investing: A Holistic Approach for Investment Management Firms
Key Messages ESG-mandated assets in the United States could grow almost three times as fast as non-ESG-mandated assets to comprise half of all professionally managed investments by 2025. An estimated 200 new funds in the United States with an ESG investment mandate are expected to launch over the next three years, more than doubling the […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Asset management, Corporate Social Responsibility, Environmental disclosure, ESG, Innovation, Securities regulation, Stewardship, Sustainability
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Securities Class Action Settlements—2019 Review and Analysis
Highlights Historically high median settlement amounts persisted in 2019, driven primarily by an increase in the overall percentage of mid-sized cases in the $5 million to $25 million range as well as a decrease in the number of smaller settlements. There were 74 settlements totaling $2 billion in 2019. The median settlement in 2019 of […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Exchange Act, Rule 10b-5, Section 11, Securities Act, Securities litigation, Settlements
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BlackRock and the Curious Case of the Poultry Farmer
On 13 February 2020, in the little town of Laurel, Mississippi, poultry processing company Sanderson Farms held its annual general meeting. On the proxy statement that day was a shareholder resolution requesting that the company publicly report on climate-related water risks to its business according to Sustainability Accounting Standards Board (SASB) standards. Sanderson’s Board stood against the resolution, urging shareholders to […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, SASB, Sustainability
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Appraisal and Merger Synergies—Right to a Refund on Prepayments
In In Re Appraisal of Panera Bread Company (Dec. 31, 2019), the Delaware Court of Chancery found that the sale process relating to the $7.5 billion acquisition of Panera Bread Company by JAB Holdings B.V. was sufficient for the court to rely on the deal price to determine appraised fair value. The court also found […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Appraisal rights, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Directors’ Fiduciary Duties: Back to Delaware Law Basics
The dawn of a new decade brings with it the certainty of ongoing challenges to the conduct of public company directors based on alleged breaches of fiduciary duty. This post is a brief reminder for directors of Delaware corporations (and of corporations organized in states that generally follow Delaware law in this area) of the […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards
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The Age of ESG
Among the major developments in investment management over the past decade, the dawn of the Age of ESG—environmental, social, and governance factors—represents a true paradigm shift in the relationships between public companies and their investors. It is now common practice for shareholders to look beyond the traditional bottom line and evaluate how companies are performing […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Materiality, Ownership, Shareholder value, Stakeholders, Sustainability
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Demonizing Wall Street
Progressive rhetoric increasingly equates the business model of Wall Street with fraud, particularly as national elections draw near. The demonization of Wall Street is a common activity of the progressive left, a tactic designed to convince followers that the time has come to tame the id of big business. Indeed, it is difficult to recall […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Accountability, Accountable Capitalism Act, Financial crisis, Financial reform, Misconduct, Securities regulation, Systemic risk, Too big to fail
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Pervasive Threat of Business Email Compromise Fraud
Key Points: The FBI has identified BEC fraud as the No. 1 financial threat to businesses in the US. The FBI’s Internet Crime Complaint Center (IC3) estimates that global “exposed dollar losses” to BEC fraud has exceeded US$26 billion in the past three years. In 2019 alone, the IC3 recorded 23,775 complaints about BEC, which resulted in losses […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Practitioner Publications
Tagged Banks, Cybersecurity, Financial institutions, Financial technology, Risk
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