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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
Appraisal Update: Unaffected Market Price Makes a Comeback
After the Delaware Supreme Court’s recent Aruba decision, many commentators predicted that, going forward, the Court of Chancery would not rely on the target’s unaffected market trading price to determine fair value in appraisal cases, other than as a “check” on other valuation methodologies. It may therefore come as a surprise that in a decision […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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The Bond Villains of Green Investment
Green bonds are critical to addressing climate change. The most recent Intergovernmental Panel on Climate Change report shows that unless dramatic corrective action is taken in the next decade, humanity could see mass migrations, food scarcity, and instability as early as 2040. To mitigate greenhouse gas emissions and prevent the most serious harms requires unprecedented levels of investment from the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Bonds, Climate change, Credit risk, Environmental disclosure, ESG, Investor protection, Reputation, Risk, Securities regulation, Sustainability, Transparency
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A Roadmap for President Trump’s Crypto-Crackdown
Last week, at 8:15 PM EST on July 11th, 2019, in a thunderous tweet-storm, President Donald Trump officially lambasted Bitcoin and all other cryptocurrencies: Not surprisingly, the cryptocurrency market, which tends to feed on attention, celebrated President Trump’s tweets. In fact, many in the cryptocurrency community brazenly spun President Trump’s tweets as validation that cryptocurrencies […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Bitcoin, Cryptocurrency, Donald Trump, Financial institutions, Financial regulation, Financial technology, ICOs, Money laundering
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The Case for Quarterly and Environmental, Social, and Governance Reporting
Debate has been ongoing for some time now over whether reducing the periodic reporting requirements for companies from quarterly to semiannually could save them time and money. Some people have suggested that reducing the frequency of financial reporting would dissuade short-termism, as companies would no longer focus on meeting analysts’ expectations on a quarterly basis […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Earnings disclosure, Environmental disclosure, ESG, Incentives, Information environment, Investor protection, Reporting regulation, SEC, Securities regulation, Transparency
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Working Hard or Making Work? Plaintiffs’ Attorneys Fees in Securities Fraud Class Actions
Concerns about securities class actions typically focus on the low-value cases. These cases settle for relatively small amounts of money, raising concerns that they are motivated by the potential for a nuisance settlement, rather than a desire to target actual fraud. The cases at the other end of the spectrum with settlements of hundreds of […]
Click here to read the complete postDirector Overboarding: Global Trends, Definitions, and Impact
In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company boards faced significant opposition to their elections. The idea that directors should not serve on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board dynamics, Board performance, Boards of Directors, Diversity, Institutional Investors, International governance, Overboarding, Proxy advisors, Stewardship
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Tesla’s Governance Record and ESG Monitoring
Tesla’s innovation and drama make it one of the most-discussed cos in Truvalue universe Tesla is the consummate story stock thanks to its sleek, innovative electric cars, ample stagecraft for product launches, and, of course, outspoken founder and CEO Elon Musk. Tesla is also one of the most controversial companies in the world, thanks to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting standards, Board independence, Boards of Directors, Elon Musk, ESG, Firm performance, Management, Managerial style, Mergers & acquisitions, SASB, Shareholder suits, Social media, Tesla
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Building a Climate Change Voting Policy
While many institutional investors place climate change as a priority issue among their investment stewardship initiatives, it can be especially challenging to systematically incorporate climate change into proxy voting and engagement strategies. Companies’ annual meeting agendas rarely include proposals dealing directly with climate change issues. Only a small minority of companies—typically large firms in energy-intensive […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Firm performance, Institutional Investors, Institutional voting, Proxy advisors, Proxy voting, Risk disclosure, Shareholder proposals, Sustainability
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