Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Want to Join a Corporate Board? Here’s How

As scrutiny of public company leadership increases, corporations are feeling the pressure to get out ahead of criticism by examining and adjusting the makeup of their boards. This makes 2020 a great time for business leaders interested in joining corporate boards—including professionals from nontraditional backgrounds and underrepresented groups—to make the jump into one of these […]

Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications | Tagged , , , , | Comments Off on Want to Join a Corporate Board? Here’s How

Carving Out IPO Protections

Thanks to a 2018 decision by the U.S. Supreme Court, the risk of IPO-related securities litigation has never been higher with class actions often brought by plaintiffs in both federal and state courts. With Congress not likely to act, alternatives are discussed which could eliminate liability under the Securities Act of 1933 for a company […]

Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , , , | Comments Off on Carving Out IPO Protections

U.S. Investors’ Understanding of Workplace Policies and Practices and the Need to Change Them: Progress and Future Efforts

Under the rubric of “ESG” factors and notions such as “responsible,” “socially responsible,” “sustainable,” and “long-term” investment (and more recently, “impact” investment) increasing attention has been given to corporate conduct as it bears not only on the interests and concerns of investors but also of others whose lives and livelihoods—now and across future generations—are bound […]

Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG | Tagged , , , , , , , , , | Comments Off on U.S. Investors’ Understanding of Workplace Policies and Practices and the Need to Change Them: Progress and Future Efforts

The Top 100 U.S. Class Action Settlements of All Time

Executive Summary During 2019, ISS Securities Class Action Services (ISS SCAS) recorded 101 approved monetary settlements filed in the United States (U.S.) valued at $3.17 billion, that are available for distribution to parties in each settlement. Only two settlements were large enough to qualify for the Top 100 list: Cobalt International Energy—$389.6 million Alibaba Group […]

Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , | Comments Off on The Top 100 U.S. Class Action Settlements of All Time

Why Ownership Concentration Matters

If the global economy was a chess game, few figures would be left standing at the center of the board, while others would be relegated to the role of by-standers, observing an increasing concentration of power in the hands of an ever-dwindling number of global players. Now let us imagine that the figures left standing […]

Click here to read the complete post
Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , | Comments Off on Why Ownership Concentration Matters

Going the Distance

In my recently published book Going the Distance: Eurasian Trade and the Rise of the Business Corporation, 1400–1700 (published by Princeton University Press as part of its The Princeton Economic History of the Western World)  I explains why the business corporation first developed in the context of long-distance Eurasian trade, why around the year 1600, […]

Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation | Tagged , , , , , , , | Comments Off on Going the Distance

Proposed New Tier for Nasdaq Thinly Traded Securities

It’s well recognized that the equity markets work pretty well for companies that trade in high volumes, but companies with low trading volumes? Not so much. Thinly traded securities often face liquidity challenges, including wider spreads, higher transaction costs, fewer market makers and potential difficulties for investors that seek to unwind their positions. These issues […]

Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation | Tagged , , , , , | Comments Off on Proposed New Tier for Nasdaq Thinly Traded Securities

London’s Premium Segment and High-Growth Companies: Return of the Dual-Class Structure

The Premium Segment of the London Stock Exchange (LSE) is London’s highest standard listing regime: companies listed on the Premium Segment must comply with stringent eligibility criteria and continuing obligations. However, in recent years there has been a material reduction in the number of companies seeking admission to the Premium Segment. In addition, a number […]

Click here to read the complete post
Posted in Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | Comments Off on London’s Premium Segment and High-Growth Companies: Return of the Dual-Class Structure

Reforms to Board Composition and Independence and Climate Competent Governance

Executive Summary Climate change poses systemic risks to the global financial system and specific risks to financial institutions with exposure to the fossil fuel sector. JPMorgan Chase (“JPM”), the largest US bank, is by far the largest global lender and underwriter to the fossil fuel sector, providing nearly $196 billion in lending and underwriting in […]

Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, ESG, Practitioner Publications | Tagged , , , , , , , , , , | Comments Off on Reforms to Board Composition and Independence and Climate Competent Governance

Tax and ESG

Proponents of enhanced environmental, social and governance (“ESG”) disclosure have identified corporate income tax as a relevant metric. While it is premature to predict how ESG standards in this regard will evolve, a key area of focus is tax arbitrage, including profit-shifting among jurisdictions. Boards should be aware of the possibility of detailed country-by-country public […]

Click here to read the complete post
Posted in Accounting & Disclosure, ESG | Tagged , , , , , , | Comments Off on Tax and ESG