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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
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 […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Director qualifications, Diversity
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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 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Class actions, Direct listings, IPOs, Jurisdiction, PSLRA, Registration statements, Section 11, Securities enforcement, Securities litigation, Securities regulation, SLUSA, Supreme Court
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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 […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG
Tagged Corporate culture, Corporate Social Responsibility, Disclosure, ESG, Fiduciary duties, Human capital, Human rights, Labor markets, Materiality, Stakeholders
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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 […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disgorgement, Pension funds, SEC enforcement, Securities enforcement, Securities litigation, Settlements
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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 […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Capital markets, Common ownership, Controlling shareholders, Dual-class stock, Index funds, Institutional Investors, Ownership, Private firms, Public firms, Stakeholders
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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, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Corporate forms, England, Europe, International governance, Legal history, Netherlands, Social networks, UK
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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 […]
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Posted in Banking & Financial Institutions, Boards of Directors, ESG, Practitioner Publications
Tagged Banks, Boards of Directors, Climate change, Environmental disclosure, ESG, Financial institutions, JPMorgan, Risk management, Risk oversight, Sustainability, Systemic risk
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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 […]
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Posted in Accounting & Disclosure, ESG
Tagged Disclosure, Environmental disclosure, ESG, Internal Revenue Code, Inversions, Sustainability, Taxation
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