-
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
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 […]
Click here to read the complete post
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
Comments Off on Confidentiality and Inspections of Corporate Books and Records
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, […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Engagement, Management, Transparency
Comments Off on A More Strategic Board
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Compensation committees, Corporate Social Responsibility, Disclosure, ESG, Executive Compensation, Human capital, Sustainability
Comments Off on Compensation Committees and ESG
Closing the Information Gap
It wasn’t long ago that Lord Boothby could describe a corporate director’s job this way: “No effort of any kind is called for. You go to a meeting once a month in a car supplied by the company. You look both grave and sage and, on two occasions, say ‘I agree’, say ‘I don’t think […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, HLS Research
Tagged Accountability, Board independence, Board oversight, Board performance, Boards of Directors, Compliance & ethics, Oversight, Risk management
Comments Off on Closing the Information Gap
UK Guidance on Corporate Cooperation Credit
On 6 August 2019, the UK Serious Fraud Office (SFO) issued its much-anticipated Corporate Cooperation Guidance (the Guidance) outlining, in substantial detail, the steps that the SFO expects corporations to undertake in order to be eligible for cooperation credit when the SFO makes charging decisions, including in relation to whether a deferred prosecution agreement would be appropriate […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Deferred prosecution agreements, International governance, Misconduct, Securities enforcement, Securities fraud, UK
Comments Off on UK Guidance on Corporate Cooperation Credit
Weekly Roundup: August 23–29, 2019
Why Isn’t Your Mutual Fund Sticking Up for You? Posted by Leo E. Strine Jr. (Delaware Supreme Court and Harvard Law School) and Antonio Weiss (Harvard Kennedy School), on Friday, August 23, 2019 Tags: Accountability, Corporate Social Responsibility, Incentives, Index funds, Institutional Investors, Institutional voting, Long-Term value, Mutual funds, Shareholder value, Shareholder voting, Stakeholders Firearms and the Proxy Season Posted by Cydney Posner, Cooley LLP, on Saturday, August […]
Click here to read the complete postA New Understanding of the History of Limited Liability: An Invitation for Theoretical Reframing
In this paper, I will investigate the historical development of limited liability—widely considered the cornerstone of the business corporation. I challenge the common, linear narratives about how limited liability evolved, and argue that corporations, the stock markets, and the corporate economy enjoyed a long and prosperous history well before limited liability in its modern sense […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Corporate forms, Corporate liability, International governance, Legal history, Liability standards, LLCs, Public firms
Comments Off on A New Understanding of the History of Limited Liability: An Invitation for Theoretical Reframing
Rights and Obligations of Board Observers
A recent Federal appellate court decision on potential liability of board observers under the securities laws is a useful reminder that the legal status, rights and obligations of board observers remain unsettled and therefore attention should be paid to those issues at the outset of an observer arrangement. While shareholders in a company will often […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board monitoring, Board oversight, Boards of Directors, Confidentiality, Fiduciary duties, Indemnification, Liability standards, Section 11, Securities Act, Securities litigation, Shareholder voting, U.S. federal courts
Comments Off on Rights and Obligations of Board Observers