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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
Corporate Purpose in Play: The Role of ESG Investing
On August 19, 2019, the U.S. Business Roundtable (BR), comprising the CEOs of more than 200 of America’s largest corporations, issued a new mission statement on “the purpose of a corporation” (BR, 2019a). The press release noted that each periodic update on principles of corporate governance since 1997 had endorsed the principle of maximizing shareholder […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG
Tagged Business Roundtable, Corporate Social Responsibility, Impact investing, Institutional voting, Shareholder primacy, Shareholder value, Shareholder voting, Stakeholders
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Preparing for the 2020 Reporting Season
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier. Several broader themes from prior years will continue into the 2020 proxy season, together with some new areas of […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Audits, Board composition, Boards of Directors, Cybersecurity, Disclosure, Diversity, Engagement, ESG, Form 10-K, Institutional Investors, Overboarding, PCAOB, Proxy advisors, Risk, Risk disclosure, Shareholder proposals
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Purpose, Stakeholders, ESG and Sustainable Long-Term Investment
This year, each of the major index fund managers, the Business Roundtable, the British Academy, the UK Financial Reporting Council, the World Economic Forum and a number of other organizations (both governmental and nongovernmental) announced that they did not support shareholder primacy and do support sustainable long-term investment and considering ESG matters. However, the initial […]
Click here to read the complete postControlling Shareholders in the Twenty-First Century: Complicating Corporate Governance Beyond Agency Costs
By the end of the twentieth century, the then-dominant literature on “law and finance” assumed that concentrated ownership was a product of deficient legal systems that did not sufficiently protect outside investors. At the same time, commentators posited that the competitive pressures of economic globalization would push countries around the world to adopt an efficient […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Controlling shareholders, Dual-class stock, Management, Ownership, Private benefits of control
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Wake Up Call for Corporate Leaders
What it takes for public companies to pass muster with major investors is changing. Until recently, a laser-like focus on maximizing shareholder returns was singularly paramount. No longer. A new set of guiding principles, initially set forth in an August statement from the Business Roundtable and reinforced in our survey findings, is gaining acceptance. Today, […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Cybersecurity, Engagement, Environmental disclosure, ESG, Executive Compensation, Firm performance, Institutional Investors, Shareholder activism, Shareholder primacy, Stakeholders, Surveys, Sustainability
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Debt Buybacks and the Myth of Creditor Power
In Debt Buybacks the Myth of Creditor Control, I argue that regulation fails to protect bondholders in the context of a debt buyback—when issuers repurchase outstanding claims with a view to extinguishing these claims from their books. Share buybacks have long constituted rich fodder for researchers, regulators and politicians opining on how these transactions impact […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Accounting, Bondholders, Bonds, Books and records, Capital allocation, Control rights, Corporate debt, Debtor-creditor law, Information asymmetries, Information environment, Institutional Investors, Investor protection, Repurchases
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2019 Year-End Issues for Audit Committees
Introduction In this 2019 edition of our annual review of issues affecting audit committees during the year-end audit cycle, we summarize key developments for audit committees to consider. The audit committee role grows more demanding and complex amid fast-paced change, and this report will assist audit committees as they proactively address recent and upcoming developments […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Audits, Brexit, Cybersecurity, Disclosure, FASB, GAAP, International governance, LIBOR, No-action letters, Privacy, Proxy voting, Risk management, SEC, Securities regulation, Short-termism, Tax Cuts and Jobs Act, Taxation
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Shareholder Activism and Proxy Contests as a “Proper Purpose” for Books and Records Demands
The Occidental-Anadarko merger closed in August 2019 after Occidental Petroleum Inc. outbid Chevron Corporation and broke up Chevron’s deal to acquire Anadarko Inc. Entities affiliated with shareholder activist Carl Icahn (the “Icahn Entities”) began to acquire stock in Occidental during the bidding war and then advocated against the Anadarko deal, contending that Occidental (i) was […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, DGCL Section 220, Merger litigation, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting
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