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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
Smaller Public Companies and ESG
When State Street Global Advisors erected the “Fearless Girl” statute on Wall Street in March 2017, it ignited a dialogue regarding gender diversity on corporate boards and further fueled the focus on environmental, social and governance (“ESG”) issues. Securities laws provide a mechanism for shareholders to submit proposals for inclusion in a company’s proxy materials, […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, California, Diversity, Engagement, ESG, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, State law
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Engineered Credit Default Swaps: Innovative or Manipulative?
Credit default swaps (“CDS”) are, once again, making waves. Maligned for their role in the 2008 financial crisis and condemned by the Vatican, investors are once more utilizing CDS to achieve results of questionable market benefit—and, globally, financial regulators are starting to pay attention. In a joint statement issued in June 2019, the Securities Exchange […]
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Posted in Academic Research, Derivatives, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Credit default swaps, Derivatives, Duty of good faith, International governance, Investor protection, ISDA, Market manipulation, Market reaction, Securities regulation, UK
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A First Challenge to California’s Board Gender Diversity Law
It was only a matter of time. As reported here on Bloomberg, a conservative activist group has filed a lawsuit, Crest v. Alex Padilla, in California state court on behalf of three California taxpayers seeking to prevent implementation and enforcement of SB 826, California’s Board gender diversity legislation. This appears to be the first litigation filed to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Securities litigation, State law
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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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