-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Building Long Term Value: A Blue Print for CFOs
Executive Summary Operating at the nexus of short-term performance pressures and the behaviors that promote long-term value creation within the firm, the chief financial officer (CFO) has a unique ability to drive long-term value creation for the organization. Among their growing set of responsibilities, CFOs and their teams report company financial results, communicate with and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Boards of Directors, CFOs, Financial reporting, Forecasting, Long-Term value, Risk, Risk assessment, Risk management, Short-termism
Comments Off on Building Long Term Value: A Blue Print for CFOs
Termination of Merger Agreement and Material Adverse Effect
In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds that a material adverse effect as defined in the parties’ agreement had occurred. In so holding, Chancellor Andre Bouchard signaled that last […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Misconduct
Comments Off on Termination of Merger Agreement and Material Adverse Effect
Dealing with Activist Hedge Funds and Other Activist Investors
Introduction Activists set a new record in 2019. According to the Bloomberg 2019 Global Activism Market Review, there were 518 companies targeted by activists deploying stakes aggregating $76 billion. There were a record 99 activist interventions in M&A transactions. There were 118 proxy fights. Elliott Management, followed by Icahn Associates, were the top activists by […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Board communication, Boards of Directors, Disclosure, Engagement, Hedge funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy fights, Shareholder activism
Comments Off on Dealing with Activist Hedge Funds and Other Activist Investors
The Global Sustainability Footprint of Sovereign Wealth Funds
Over the last 15 years and especially around the time of the financial crisis, interest in and attention to the investment policies of sovereign wealth funds (SWFs) have grown. According to the SWF Institute, global assets under management by SWFs have exceeded $8 trillion, and the Norway Government Pension Fund Global manages over $1 trillion […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, ESG, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Institutional Investors, International governance, Ownership, Sovereign Wealth Funds, Sustainability
Comments Off on The Global Sustainability Footprint of Sovereign Wealth Funds
The 2020 Boardroom Agenda
Introduction The role of the board of directors and its committees is rapidly and constantly expanding. New matters seem to arise all the time, and the board is viewed, in the court of public opinion if not in courts of law, as being responsible for everything the company does or does not do. As both […]
Click here to read the complete post
Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Board performance, Boards of Directors, Corporate culture, Cybersecurity, Diversity, Engagement, ESG, Institutional Investors, Sustainability
Comments Off on The 2020 Boardroom Agenda
Recent Developments in Charges of Insider Trading
In a recent decision, the Second Circuit in United States v. Blaszczak may have made the prosecution of insider trading significantly easier by ruling that the government is not required to prove that an insider received any “personal benefit” in exchange for sharing material, nonpublic information with a trader when the crime is charged under […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Insider trading, Securities enforcement, Securities litigation, Supreme Court, U.S. federal courts
Comments Off on Recent Developments in Charges of Insider Trading
Sinclair Broadcast: Designation of a Special Litigation Committee
Several decisions in 2019 addressed special litigation committees (“SLCs”), including one out of the U.S. District Court for the District of Maryland. In that federal case, Judge Catherine Blake considered technical and policy issues around the designation of such a committee by the board of directors of Sinclair Broadcast Group, Inc. (“Sinclair Broadcast”) in connection […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisition agreements, Board independence, Boards of Directors, Disclosure, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits, Special committees, State law
Comments Off on Sinclair Broadcast: Designation of a Special Litigation Committee
2020 Global and Regional Corporate Governance Trends
Introduction and Background For the first time, in 2020, we see the focus on the “E” and the “S” of environment, social and governance (ESG) as the leading trend globally, including in the United States, where it traditionally has not received as much attention by boards. Indeed, many of the key global trends for 2020, […]
Click here to read the complete post
Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Corporate culture, Diversity, ESG, EU, Europe, Human capital, International governance, Management, Shareholder activism, UK
Comments Off on 2020 Global and Regional Corporate Governance Trends
BlackRock Nudges Companies Toward a Common Standard (SASB + TCFD)
A common concern among companies, investors, asset managers and other stakeholders considering voluntary ESG-related disclosures is the lack of a uniform standard that would permit reliable and consistent comparability. In yesterday’s annual letter to CEOs, BlackRock’s Chairman and Chief Executive Officer Larry Fink advocated for standardized and accelerated sustainability disclosures and endorsed both the industry-specific […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional voting, Long-Term value, Shareholder proposals, Stewardship, Sustainability
Comments Off on BlackRock Nudges Companies Toward a Common Standard (SASB + TCFD)