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HLS Faculty & Senior Fellows
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
ESG Task Force Brings First Case
As described in this press release, the SEC has filed a complaint against Vale S.A., a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam. The collapse killed […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Brazil, Corporate crime, Disclosure, ESG, International governance, Misconduct, SEC, SEC enforcement, Securities enforcement, Stakeholders, Sustainability
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The Most Curious Rule Proposal in Securities and Exchange Commission History
I write this post in response to the release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The Scope of this Post. The Proposed Rules are of three categories: Disclosure Rules, Audit Rules, and Prohibited Activity Rules. These comments relate solely to the Prohibited […]
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Posted in Academic Research, Accounting & Disclosure, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Information environment, Investment advisers, Private equity, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation
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A Mid-Season Look at 2022 Shareholder Proposals
As we sit squarely in the middle of proxy season, we have a useful vantage point from which to consider already announced shareholder proposals and anxiously await investor feedback on those matters presented for shareholder votes. From this vantage point, corporate directors can better anticipate and prepare for trends that may ultimately be presented to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Proxy voting, Shareholder proposals, Shareholder voting
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California Court of Appeal Upholds Federal Forum Provision
Key Points In the first appellate decision issued outside of Delaware, the California Court of Appeal enforced a forum selection clause in a corporate charter requiring that all Securities Act claims be brought in federal court. Companies can now avoid the cost and inefficiency of having to litigate post-offering securities class actions simultaneously in both […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Charter & bylaws, Forum selection, Securities Act, Securities litigation, State law
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Freeze-Out of Minority Not “Entirely Fair”—Salem Cellular
In In re Cellular Telephone Partnership Litigation (Mar. 9, 2022), a wholly-owned subsidiary of AT&T, Inc., which was the 98.12% controlling partner of Salem Cellular Telephone Company (the “Partnership”), froze out the minority partners by acquiring the Partnership’s assets and liabilities and then liquidating the Partnership. AT&T paid to the Partnership, and then caused the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Freezeouts, Joint ventures, Merger litigation, Mergers & acquisitions, Minority shareholders, Partnerships
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Addressing Market Volatility and Risk in M&A Agreements
Significant volatility continues to disrupt the equity markets, with the major stock indexes swinging multiple percentage points often on a daily basis. Inflation, rising interest rates, the Ukraine crisis, continuing effects of Covid-19, lasting supply chain issues, a difficult regulatory environment, and uncertainty regarding the global and U.S. economies have had an undeniable impact on […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Equity securities, Market conditions, Mergers & acquisitions, Risk, Risk management, Termination
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Liability When Stockholder’s Merger Consideration is Paid to Hackers
In Sorenson Impact Foundation v. Continental Stock Transfer & Trust Company (Apr. 1, 2022), computer hackers intercepted the email communications of a law firm (the “Law Firm”) involved with the $130 million merger pursuant to which Tassel Parent, Inc. (the “Buyer,” a subsidiary of private equity firm KKR) was acquiring Graduation Alliance, Inc. (the “Target”). […]
Click here to read the complete postStewardship in the Context of Geopolitical Risk
As asset stewards, we are aware of the financial risks associated with unexpected conflict between or among nations, and, where appropriate, we may seek to mitigate relevant risks through engagements and proxy voting. On a case-by-case basis, the Asset Stewardship team will assess whether a situation constitutes a conflict that is material to our portfolio, […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Engagement, ESG, Index funds, Institutional Investors, International governance, Risk, Risk management, Stewardship
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Proposed SEC Rule on Private Fund Advisers
The SEC recently published a proposed rule (the “Proposal”) that would impose unprecedented mandatory disclosure obligations and various other forms of intervention in the private funds industry. On April 21, 2022, I filed a comment letter in response to the Proposal. My letter addresses what appears to be one of the most profound sources of […]
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