-
Supported By:
Subscribe or Follow
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
Analysis of the Business Roundtable Statement
The Business Roundtable recently issued a much commented upon Statement on the Purpose of a Corporation (the “Statement”). The Statement purports to redefine the purpose of a corporation as a commitment to all of its stakeholders, including customers, employees, suppliers, communities and, finally, shareholders. Much has already been written speculating on the timing and motivation […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Business Roundtable, Delaware cases, Delaware law, Director liability, Duty of loyalty, Fiduciary duties, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders
1 Comment
SEC Testimony: Oversight of the Securities and Exchange Commission: Wall Street’s Cop on the Beat
Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency). Overview—The SEC’s Mission, People and Governance The SEC and its tripartite mission—to protect investors, maintain fair, orderly and efficient markets […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Cybersecurity, Investor protection, Retail investors, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on SEC Testimony: Oversight of the Securities and Exchange Commission: Wall Street’s Cop on the Beat
Taking Corporate Social Responsibility Seriously
Over the past few decades, Harvard like many other major universities has established a variety of mechanisms to get community input on how the university’s endowment should vote its proxies on issues related to the environment and social responsibility. In recent years, many endowments, like Harvard’s, have increasingly come to rely on external managers to […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, ESG, HLS Research, Institutional Investors
Tagged Corporate Social Responsibility, Endowments, Engagement, Environmental disclosure, ESG, Fund managers, Harvard, Institutional Investors, Proxy voting, Shareholder proposals
Comments Off on Taking Corporate Social Responsibility Seriously
2019 ISS Global Policy Survey Results
Key Findings Board Gender Diversity: Majorities of both investors (61 percent) and non-investors (55 percent) agreed with the view that board gender diversity is an essential attribute of effective board governance regardless of the company or its market. Approximately 27 percent of investors tended to favor a market-by-market approach to reviewing board gender diversity, while 24 […]
Click here to read the complete post
Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Board composition, Board independence, Boards of Directors, Climate change, Diversity, ESG, Executive Compensation, Management, Overboarding, Risk oversight, Surveys, Sustainability
Comments Off on 2019 ISS Global Policy Survey Results
Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures
September 13, 2019 Henry E. Gallagher, Jr. Council Chair Corporation Law Section of the Delaware State Bar Association 1201 North Market Street, 20th Floor Wilmington, DE 19801 Dear Mr. Gallagher: We are writing on behalf of the Council of Institutional Investors (CII) to request that the Delaware State Bar Association propose to the Delaware General […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Charter & bylaws, Council of Institutional Investors, Delaware law, DGCL, Dual-class stock, Institutional Investors, IPOs, Section 212, Securities regulation, Shareholder rights, Shareholder voting
Comments Off on Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures
Sustainability in Corporate Law
Over a quarter of total assets under management is now invested in socially responsible companies. This marks an astounding repudiation of Wall Street’s get-rich-fast mentality, as well as a direct challenge to corporate law’s reigning mantra of profit maximization. Yet, this new direction has gained followers not only among progressive academics and policy makers, but […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG
Tagged Compliance & ethics, ESG, Misconduct, Risk management, Shareholder primacy, Stakeholders, Sustainability
Comments Off on Sustainability in Corporate Law
The Fearless Boardroom
Societal and governance issues pelting boards of directors—from the rise of the #MeToo movement, activist investors and impact funds are starting to redefine the traditional relationship between directors and the CEO. Boards once pals with leadership while keeping to the tradition of not meddling are now assessing potential structural changes needed to create a more […]
Click here to read the complete post
Posted in Boards of Directors, ESG, Practitioner Publications
Tagged #MeToo, Board independence, Board monitoring, Board oversight, Boards of Directors, Corporate liability, ESG, Management, Misconduct, Reputation
Comments Off on The Fearless Boardroom
Investment Advisers, Fiduciary Duties, and Voting Obligations
On August 21, 2019, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt new interpretive guidance (the “Voting Interpretation”) applicable to investment advisers regarding their proxy voting responsibilities as a fiduciary. While the Voting Interpretation provides guidance that would be helpful for registered investment advisers in crafting their proxy voting policies, the […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Duty of care, Fiduciary duties, Investment advisers, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation
Comments Off on Investment Advisers, Fiduciary Duties, and Voting Obligations
The Effects of Shareholder Primacy, Publicness, and “Privateness” on Corporate Cultures
There is widespread belief in both scholarship and business practice that internal corporate cultures strongly affect economic outcomes for firms, for better or worse. In turn, there is also a growing belief that corporate governance arrangements materially affect corporate cultures. If this is true, it suggests an intriguing three-link causal chain: governance choices influence corporate […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Agency costs, Agency model, Corporate culture, Firm performance, Institutional Investors, Management, Managerial style, Private firms, Public firms, Shareholder primacy
Comments Off on The Effects of Shareholder Primacy, Publicness, and “Privateness” on Corporate Cultures
Use of Special Committees in Conflict Transactions
Special committees often play a critical role in conflict transactions, such as transactions involving controlling stockholders, corporate insiders or affiliated entities, including “going private” transactions, or purchases or sales of assets or securities from or to a related party. Such “conflict transactions” raise complicated legal issues and, in today’s environment, a high likelihood of litigation. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware law, Disclosure, Fairness review, Materiality, Mergers & acquisitions, Securities litigation, Shareholder suits, Shareholder value, Special committees
Comments Off on Use of Special Committees in Conflict Transactions