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

Embracing the New Paradigm

For the past decade, the debate about the purpose of the corporation and the role of companies and investors in the capital markets has been growing in intensity. What is their role in solving—or contributing to—the problems of short-termism, burgeoning income inequality, environmental degradation and other challenges, and how do governance principles play a role […]

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Opening Remarks by Chairman Clayton at the Inaugural Meeting of the Asset Management Advisory Committee

I am delighted to welcome you in this new year to the inaugural meeting of the Commission’s newest advisory committee—the Asset Management Advisory Committee, or the “AMAC.”  I apologize that I am not there to speak to you in person. I am in Europe for meetings with my international counterparts on matters that relate directly […]

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Corporate Law for Good People

Our paper offers a novel analysis of the field of corporate governance by viewing it through the lens of behavioral ethics. It calls for both shifting the focus of corporate governance to a new set of loci of potential corporate wrongdoing and adding new tools to the corporate governance arsenal. In the legal domain, corporate […]

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Compensation and Separation Arrangements for WeWork CEO

Today’s post examines the extraordinary compensation and separation arrangements entered into in 2019 with Adam Neumann by The We Company (better known as WeWork) and SoftBank Group (SoftBank), the latter being a Japanese-based multinational conglomerate investing in a wide variety of businesses including WeWork. Mr. Neumann co-founded WeWork in 2010, serving as its CEO until […]

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ESG Matters

Summary High/favorable ISS ESG Corporate Rating performance is Generally Positively Related to Valuation and Profitability and Negatively Correlated with Volatility High/favorable ISS ESG Corporate Rating firms are Good Allocators of Capital High/favorable ISS ESG Corporate Rating Performance / High-EVA Margin Stocks tend to Outperform High/favorable ISS ESG Corporate Rating Firms Tend to be Less Cyclical […]

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Startup Governance

In the past year, we have seen many “unicorns”—startups described as having private valuations over one billion dollars—hit the ten-year mark and reach important inflection points. They have defied existing corporate theory by growing to a large size with ownership shared between founders, investors, and employees. Record-breaking amounts of capital have flowed into these and […]

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Eight Priorities for Boards in 2020

Boards will continue to be tested in 2020 as their work demands more diverse competencies, innovative thinking, complex problem-solving and stronger governance. Boards will need to allocate additional time to understand and address factors that contribute to sustainable long-term value creation while meeting urgent challenges stemming from economic, geopolitical, technology and social developments. To support […]

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Into the Mainstream: ESG at the Tipping Point

Introduction In 2017, we conducted a major global survey to give deeper insight into the increasingly important Environmental, Social and Governance (ESG) market. Performing for the Future revealed a picture of ESG investment driven by performance beliefs, coupled with challenges and evolving pathways to adoption. Fast-forward two years and ESG investing had grown by more […]

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Corporate Culture: Evidence from the Field

While there is a lot of talk about corporate culture, there is very little empirical work—because culture is very difficult to measure. In our paper, Corporate Culture: Evidence from the Field, we use a novel interview/survey method that is ideally suited to explore the questions: ‘what is culture and how do you measure it?’, ‘does […]

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Delaware Appraisal Decisions

The year 2019 was been another active period for Delaware valuation cases, not only in the Court of Chancery but also in the Supreme Court. In arm’s-length transactions, Delaware continues to rely primarily on the transaction price as a measure of appraisal value. Adjustments to eliminate the amount paid for synergies are highly dependent on […]

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