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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
Virtual Shareholder Meetings in the U.S
Key Findings While overall the share of virtual annual meetings among Russell 3000 firms has increased to 7.7 percent, the number of new adopters has decreased in each of the last two years. There does not seem to be a link between governance structure and company meeting format. Companies with virtual meetings appear no more […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Shareholder meetings, Shareholder voting, Virtual meetings
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Clear and Unambiguous Terms of Merger Agreement
The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider contractual interpretation issues on a motion to dismiss when it finds the contractual terms to be clear and unambiguous. In Essendant, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination, Termination fees
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Secondary Liability Risks for Private Funds—Recent Developments
Takeaways Private funds continue to face heightened secondary liability risks arising from their portfolio investments. The DOJ’s False Claims Act litigation against a private equity firm emphasizes the importance of pre-acquisition due diligence and robust compliance programs. In an age of heightened litigation risk and a motivated Securities & Exchange Commission (SEC), private funds need […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Compliance & ethics, D&O insurance, DOJ, Due diligence, Institutional Investors, Liability standards, Pension funds, Private funds, Secondary liability, Securities enforcement
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The Role of the Creditor in Corporate Governance and Investor Stewardship
As investor stewardship extends beyond equities it can be challenging for investors to consider how to adopt their stewardship practices to include fixed income and other asset classes. In the case of corporate fixed income part of this challenge lies in creditors not having formal ownership rights—as well as sometimes competing agendas with shareholders. Yet […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, ESG, Institutional Investors, Practitioner Publications
Tagged Accounting, Banks, Corporate debt, Credit risk, Debtor-creditor law, ESG, Financial institutions, Institutional Investors, Long-Term value, Risk management, Sovereign debt, Stewardship
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A Stakeholder Approach and Executive Compensation
What does it mean for boards and compensation committees that 181 CEOs from the Business Roundtable amended a long-standing statement of corporate purpose last month? The CEOs declared that the purpose of companies is to serve their five key stakeholders—shareholders, customers, employees, suppliers, and the community, not shareholders alone. In putting their signatures to that […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Incentives, Management, Pay for performance, Say on pay, Shareholder voting, Stakeholders
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Self-Driving Corporations?
In a recent essay, we explore the implications of artificial intelligence (AI) for corporate law. Today, corporate law is primarily understood as a means of facilitating productive activity in business firms. On this view, it is a predominantly private endeavor, concerned with helping parties to lower the costs they encounter. Much of “core corporate law” […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Algorithmic trading, Board oversight, Boards of Directors, Charter & bylaws, Financial technology
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Shareholder Activism and Governance in France
The Finance Commission of the French National Assembly has announced a report that will recommend reforms to French securities market regulations to address shareholder activism and market transparency. The report’s recommendations focus on responding to the excesses of activists in the French market with enhanced disclosure, reduced asymmetry of regulation between activist investors and French public […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, EU, France, International governance, Securities regulation, Shareholder activism
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The Reverse Agency Problem in the Age of Compliance
The agency problem, the idea that corporate directors and officers are motivated to prioritize their self-interest over the interest of their corporation, has had long-lasting impact on corporate law theory and practice. In recent years, however, as federal agencies have stepped up enforcement efforts against corporations, a new problem that is the mirror image of […]
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Posted in Academic Research, Boards of Directors, Securities Litigation & Enforcement
Tagged Agency costs, Boards of Directors, Derivative suits, Director liability, DOJ, Fiduciary duties, Misconduct, Reputation, Securities enforcement, Settlements
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Implied Private Right of Action Under the Investment Company Act
In a recent decision, Oxford University Bank v. Lansuppe Feeder, LLC, the United States Court of Appeals for the Second Circuit held that parties that enter into contracts that violate the Investment Company Act of 1940 (the “Act”) have a private right of action under § 47(b) of the Act to sue for rescission of […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Contracts, Investment Company Act, Private funds, Securities litigation, U.S. federal courts
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