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

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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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , , | 1 Comment

Bernie Ebbers and Board Oversight of the Office of Legal Affairs

It was a small blurb in the December 19 issue of The Wall Street Journal, easily missed by the casual reader. A federal judge authorized the release of former WorldCom chief executive officer Bernard “Bernie” Ebbers from prison after more than 13 years due to deteriorating health. Mr. Ebbers had been serving a 25-year prison […]

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CalSTRS Green Initiative Task Force Annual Report

Introduction Purpose The CalSTRS Green Initiative Task Force, the Green Team, is focused on managing sustainability-related risks, including climate risks, and taking advantage of appropriate sustainability-themed investments, including those that support the transition to a low-carbon economy, while providing robust disclosure around our efforts and initiatives to members and strategic partners. Content and Format Update […]

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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , , | Comments Off on CalSTRS Green Initiative Task Force Annual Report

Debt-Equity Conflict and the Incidence of Secured Credit

Classic finance theory—from the framework created by Jensen and Meckling—observes that while debt can mitigate the conflict between equity and management, the issuance of credit creates a conflict between debt and equity. To explore the latter conflict, we take advantage of the insight that once a firm creates a debt-equity conflict through the issuance of […]

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Weekly Roundup: January 3-9, 2020

Automating Securities Class Action Settlements Posted by Jessica Erickson (University of Richmond School of Law), on Friday, January 3, 2020 Tags: Class actions, Financial technology, Institutional Investors, SEC, Securities litigation, Securities regulation, Settlements, Shareholder suits SEC Proposed Proxy Rules Changes—A Risk to Companies, Corporate Political Disclosure and Accountability Posted by Bruce F. Freed, Dan Carroll and Karl J. Sandstrom, Center for Political Accountability, on Friday, […]

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Statement by SEC Chairman Jay Clayton on Proposed Order Concerning Equity Market Data

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue for public comment a Proposed Order that would require self-regulatory organizations to propose a new national market system plan to […]

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Statement by SEC Commissioner Elad Roisman on Proposed Order Concerning Equity Market Data

Today, the Commission considers steps to change the governance of equity market data plans under Regulation National Market System (“NMS”) (the “Proposed Order”). The Proposed Order seeks to modernize governance of the Securities Information Processors, or “SIPs,” by providing a proposed framework for how the Commission preliminarily believes governance should be conducted in a new […]

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Statement by SEC Commissioner Robert Jackson on Reforming Stock Exchange Governance

Thank you as always to our dedicated Staff, especially Christian Sabella, David Shillman, Deborah Flynn, John Roeser, and Jennifer Colihan, for their extensive work on today’s proposed order. I’m also deeply grateful to Division Director Brett Redfearn, whose leadership in this area—and so many others—continues to reflect the very best in public service. As today’s […]

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