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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
Report on Insider Trading by the Bharara Task Force
Executive Summary For too long, insider trading law has lacked clarity, generated confusion, and failed to keep up with the times. Without a statute specifically directed at insider trading, the law has developed through a series of fact-specific court decisions applying the general anti-fraud provisions of our securities laws across a broadening set of conduct. […]
Click here to read the complete postActionable Claim to Inspect Books and Records
In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid distributors in the country, for the purpose of investigating potential mismanagement or breaches of fiduciary duty in connection with the company’s distribution of […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Books and records, Compliance & ethics, Compliance and disclosure interpretation, Delaware cases, Delaware law, Discovery, Oversight, Shareholder suits
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Let’s Get Concrete About Stakeholder Capitalism
Being a stakeholder-focused company means upping the influence of workers, customers, the community and others critical to long-term success The leaders from the worlds of business and finance who descended on Davos for The World Economic Forum’s latest annual gathering left the mountain resort after four days of discussion devoted to giving concrete meaning to […]
Click here to read the complete postCore Principles of Exculpation and Director Independence
The Delaware Supreme Court recently reaffirmed important principles defining the scope of director liability for derivative claims. McElrath v. Kalanick, No 181, 2019 (Del. Jan. 13, 2020). In 2016, to jumpstart its self-driving car program, Uber purchased Ottomotto LLC and hired employees with relevant technical expertise away from Google. When it later came to light […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Derivative suits, Director liability, Liability standards, Securities litigation, Uber
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S&P 500 CEO Compensation Increase Trends
Introduction and Summary CEO pay continues to be discussed extensively in the media, in the boardroom, and among investors and proxy advisors. CEO total direct compensation (TDC; base salary + actual bonus paid + grant value of long-term incentives [LTI]) increased at a moderate pace in the first part of the last decade —in the […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Shareholder value, TSR
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Regulating Derivatives: A Fundamental Rethinking
Many regard derivatives as exotic and uniquely risky financial instruments. That perception has given rise to a regulatory patchwork described as confusing, incomplete, and contradictory. This paper, Regulating Derivatives: A Fundamental Rethinking, rethinks how derivatives should be regulated. The paper begins by de-mystifying derivatives. The outstanding scholarship discusses derivatives according to somewhat arcane industry-derived categories, […]
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Posted in Academic Research, Derivatives, Securities Regulation
Tagged Contracts, Credit default swaps, Derivatives, Risk, Securities regulation, Swaps
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Trends in Books and Records Litigation
Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is rapidly developing. Section 220 demands were once conceived as the primary “tools at hand” available to stockholder plaintiffs to draft and file […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Confidentiality, Delaware cases, Delaware law, DGCL Section 220, Discovery, Merger litigation, Proxy contests, Proxy voting, Shareholder suits
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Accelerating ESG Disclosure—World Economic Forum Task Force
Reflecting the growing push among investors, asset managers, companies and other stakeholders for a standardized ESG disclosure framework, a task force sponsored by the International Business Council (IBC) of the World Economic Forum (WEF), has released a consultation draft proposing a set of common disclosures aligned with the UN Sustainable Development Goals for companies to […]
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Posted in Boards of Directors, ESG, Institutional Investors
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Risk, Risk disclosure, Sustainability
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Amending the Delaware Corporate Code by Going to Court: Some Thoughts on Sciabacucchi v. Salzberg
With the oral arguments now behind us, it’s anybody’s guess how the Delaware Supreme Court will rule in Sciabacucchi v. Salzberg. Personally, I think the Court should reverse the Chancery Court’s decision to invalidate charter provisions making federal court the exclusive forum for ’33 Act litigation. In a recent essay, I highlight two arguments that […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases
Tagged Contracts, Delaware cases, Delaware law, DGCL, DGCL Section 102, Forum selection, Securities litigation, State law
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TIAA Comment Letter on Proposed Rules on Proxy Voting Advice and Shareholder Proposals
Like many institutional investors, TIAA takes its responsibilities as a shareholder seriously, and we work hard to make informed proxy voting decisions and participate thoughtfully in annual shareholder meetings. We believe it is important to maintain a careful balance between the rights of shareholders and those of operating companies, and we appreciate the Commission’s continued […]
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