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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
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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Remarks by Commissioner Lee at the Investment Adviser Association Compliance Conference: “Getting Back to Basics: Protecting, Serving, and Empowering Investors”
Introduction Thank you Karen [Barr] and thank you all for hosting me today. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to this audience today. I want to start by saying that the views I express today are […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Investor protection, Proxy voting, SEC, Securities regulation, Sustainability
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Assessment of ISS’s Use of EVA in CEO Pay-for-Performance Model
Introduction In 2017, Institutional Shareholder Services (ISS) introduced their secondary quantitative test, the Financial Performance Assessment (FPA).This was in response to criticisms that their primary pay-for-performance (P4P) tests, which measure the alignment of CEO pay and total shareholder return (TSR) relative to an ISS-developed peer group, only focused on TSR as the primary performance metric. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive performance, ISS, Pay for performance, Shareholder value
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Statement by Chairman Clayton on Harmonizing, Simplifying and Improving the Exempt Offering Framework
Today, the Commission proposed amendments that would harmonize, simplify and improve the framework for private offerings under the Securities Act of 1933. Today’s proposals would rationalize an overly complex, patchwork regulatory framework and thereby promote capital formation while preserving or enhancing important investor protections. The proposals, which reflect a comprehensive retrospective review, are a continuation […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Private firms, SEC, SEC rulemaking, Securities regulation
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Statement by Commissioner Peirce on Proposed Amendments for Facilitating Capital Formation and Expanding Investment Opportunities
Today’s [March 4, 2020] proposed rules are a welcome next step in the Commission’s efforts to simplify, harmonize, and improve our exempt offering framework. This proposal, which follows last year’s harmonization concept release and proposed amendments to the accredited investor definition, reflects a healthy regulatory habit—reviewing rules in light of their implementation and our experience […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Capital formation, Crowdfunding, Equity offerings, Investor protection, Private firms, SEC, SEC rulemaking, Securities regulation, Venture capital firms
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Statement by Commissioner Lee on Proposed Amendments to the Exempt Offering Framework
Harmonizing the exempt offering framework makes good sense as a concept. It’s reasonable to examine the increasingly complex patchwork of exemptions from registration to ensure the regime is operating well as a whole, eliminate overlap, and fill in gaps. But today’s [March 4, 2020] proposal goes far beyond what can rightly be called harmonization. If […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Equity offerings, Private firms, Regulation D, SEC, SEC rulemaking, Securities regulation, Solicitation
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