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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
2019 Mid-Year Securities Litigation Update
The rate of new securities class action filings appears to be stabilizing, but that does not mean 2019 has been lacking in important developments in securities law. This mid-year update highlights what you most need to know in securities litigation trends and developments for the first half of 2019: The Supreme Court decided Lorenzo, holding […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Erica John Fund v. Halliburton, Fairness review, Merger litigation, Mergers & acquisitions, Omnicare, Securities enforcement, Securities litigation, Supreme Court
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Automatic Stay of Discovery—Securities Act Class Actions in State Courts
In 2018, the United States Supreme Court in Cyan, Inc. v. Beaver County Employees Retirement Fund held that class actions asserting claims under the Securities Act of 1933 (“Securities Act”) that are filed in state court are not removable under the Securities Litigation Uniform Standards Act (“SLUSA”). In addition to precipitating the increased filing of […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Discovery, New York, PSLRA, Securities Act, Securities enforcement, Securities litigation
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Information Litigation in Corporate Law
Corporate information is valuable and often worth guarding. Firms must protect business strategies, and there is legitimate justification for opacity in the boardroom. At the same time, however, some information access is necessary to support sound corporate governance. If shareholders are expected to elect and monitor corporate leaders—as well as make personal investment decisions—then they […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Agency costs, Books and records, Contracts, Disclosure, Information asymmetries, Information environment, Inside information, Reporting regulation, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits
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Federal Forum Provisions and the Internal Affairs Doctrine
Should a company be allowed to dictate the forum in which its shareholders can bring suit? This has been one of the most vexing and controversial issues in corporate and securities laws in recent years. At least with respect to lawsuits based on corporate law and for corporations incorporated in Delaware, the issue seems fairly […]
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Posted in Academic Research, Court Cases, Empirical Research, Private Equity, Securities Litigation & Enforcement
Tagged Agency costs, Charter & bylaws, Delaware articles, Delaware law, Firm valuation, Forum selection, Incentives, IPOs, Jurisdiction, Private equity, Securities litigation, Shareholder suits, Shareholder value, Venture capital firms
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Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable
A new statement from the Business Roundtable commits to stakeholder interests instead of making the primary purpose of the company shareholder value. Long-term shareholders are increasingly committed to explicitly ESG investing, which values stakeholder interests as a way to minimize investment risk. But I am skeptical about what the CEO signatories to this statement have […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Business Roundtable, Corporate Social Responsibility, ESG, Institutional Investors, Management, Political spending, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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Cyber Risk Board Oversight
In this Transformative Age, technology can make the impossible possible, but it also opens the door to exponentially increased cybersecurity risk. A company’s board plays an important oversight role and is well-positioned to guide management in the development of an effective cybersecurity risk program. In spring 2019, the EY Center for Board Matters hosted a […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Corporate culture, Cybersecurity, Risk, Risk management, Risk oversight
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SEC Guidance for Investment Advisers and Proxy Advisory Firms: An Analysis
At an open meeting [on August 21, 2019], the SEC voted (three to two) to publish guidance aimed at addressing some of the long-simmering controversy surrounding the reliance by investment advisers on proxy advisory firms. Do investment advisers rely excessively on proxy advisory firms for voting recommendations? How can they rely on proxy advisory firms […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Investment advisers, Proxy advisors, Proxy voting, Reliance, SEC, Securities regulation, Shareholder voting
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Confidentiality and Inspections of Corporate Books and Records
In Tiger v. Boast Apparel, Inc., — A.3d —, 2019 WL 3683525 (Del. Aug. 7, 2019), the Delaware Supreme Court recently ruled on an issue of first impression: whether Section 220 inspections of corporate books and records are presumptively subject to confidentiality orders. The Court’s decision, which reverses a recent line of cases that found […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Confidentiality, Delaware cases, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation
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A More Strategic Board
Introduction To be a CEO today is to have one of the most complex and demanding—not to mention visible—jobs in the world. Beyond the scope of their business, CEOs and the organizations they lead have increasingly significant and more transparent influence at multiple levels—societal, cultural, environmental, political—affecting vast numbers of stakeholders, including shareholders, employees, customers, […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Engagement, Management, Transparency
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Compensation Committees and ESG
Environmental, social and governance (ESG) issues are increasingly important to boards and their compensation committees, especially human capital management, as a critical part of the “S” in ESG. Compensation committees realize it directly relates to their mission, long-term strategy and success, and they’re being more proactive. Here are three recent examples. We chose to not […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Compensation committees, Corporate Social Responsibility, Disclosure, ESG, Executive Compensation, Human capital, Sustainability
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