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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
- 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
CEO Succession Practices: 2019 Edition
The Conference Board, in collaboration with Heidrick & Struggles, recently released CEO Succession Practices: 2019 Edition. The report is designed to provide a comprehensive set of benchmarking data and analysis on CEO turnover that can support members of the board of directors and corporate governance professionals in the fulfillment of their succession planning and leadership […]
Click here to read the complete postCorporate Oversight and Disobedience
Over a decade has passed since landmark Delaware decisions on corporate oversight obligations and with virtually no cases going to trial and resulting in liability, scholars have puzzled over what it means to have the potential for corporate accountability in the fiduciary duty of good faith. Recent decisions in Marchand v. Barnhill and In re […]
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Posted in Academic Research, Boards of Directors, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Boards of Directors, Caremark, Compliance & ethics, Delaware articles, Delaware cases, Delaware law, DGCL, Duty of good faith, Liability standards, Merger litigation, Mergers & acquisitions, Oversight
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Preparing Your 2019 Form F-20
This post highlights some considerations for the preparation of your 2019 annual report on Form 20-F. As in previous years, we discuss both disclosure developments and continued areas of focus for the U.S. Securities and Exchange Commission (SEC). In addition, we highlight certain U.S.-related enforcement matters and other developments of interest to Foreign Private Issuers […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Climate change, Disclosure, Environmental disclosure, ESG, External auditors, FASB, FAST Act, Foreign issuers, International governance, PCAOB, SEC, SEC enforcement, Securities enforcement, Securities regulation, Sustainability
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Together but Separate: Private Equity Funds Liability for Portfolio Company Pension Obligations
Private equity sponsors recently won a significant court victory that may result in increased appetite for transactions involving companies with unionized workforces. On November 22, 2019, the United States Court of Appeals for the First Circuit held that the ownership stakes of related but separate private equity (“PE”) funds in a portfolio company will not […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged DOL, ERISA, Liability standards, Partnerships, Pension funds, Private equity, U.S. federal courts
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Financial Institutions Developments: Merger of Equals
The approval by the Federal Reserve and the FDIC of BB&T Corporation’s merger of equals with SunTrust Banks, Inc. is a landmark in the post-crisis regulatory environment. Notably, the transaction was unanimously approved by the boards of both agencies at a time when the Democratic appointees have been known to vote against pro-industry measures. Measured […]
Click here to read the complete postAgency Costs, Corporate Governance and the American Labor Union
Union officials, who represent workers in collective bargaining over workers’ wages, hours and working conditions, are agents of the workers whose interests they are supposed to represent. And, of course, agency costs manifest themselves in the union-worker relationship just as they do in other contexts in which principal-agent relationships exist. Such other contexts, such as […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Accountability, Agency costs, Agency model, Employees, Information environment, Labor markets, Oversight, Private benefits of control, Proxy advisors, Shareholder proposals, Stakeholders, Unions
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Weekly Roundup: December 7–12, 2019
Ending Foreign-Influenced Corporate Spending in U.S. Elections Posted by Michael Sozan, Center for American Progress, on Friday, December 6, 2019 Tags: Accountability, Citizens United v. FEC, Corporate Social Responsibility, Disclosure, ESG, Political spending, Supreme Court, Transparency Keynote Speech by PCAOB Chairman William D. Duhnke III at the 14th Annual Audit Conference Baruch College Posted by William D. Duhnke III, Public Company Accounting Oversight Board, […]
Click here to read the complete postExpected Effects of SEC Proposals on Public Companies & Proxy Advisors’ Dialogue
Last week, in a 3 to 2 vote in favor, the Securities and Exchange Commission’s (SEC) proposed regulations that would change how proxy advisory firms interact with public companies and their institutional investor clients regarding proxy voting recommendations. The headline for companies is that the SEC proposal would permit them more time to respond directly […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Conflicts of interest, Disclosure, Engagement, Institutional Investors, Proxy advisors, SEC, Securities regulation, Shareholder voting
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