Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

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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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 […]

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Director 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 , , , , , , , , | Comments Off on Director Overboarding: Global Trends, Definitions, and Impact

Upcoming Amendments to the DGCL

Governor John Carney recently signed legislation that will put into effect a variety of amendments to the Delaware General Corporation Law (DGCL), the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act, effective August 1, 2019. While the amendments make several changes to […]

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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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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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Weeds & Words: A Quantitative Analysis of Cannabis Disclosure

Over the past two years Canadian investors have given a hearty welcome to the cannabis industry. Although only a few cannabis companies booked a profit in 2018, stock valuations have been high. The industry has also attracted naysayers and short-sellers, of course. As debates about the state of the cannabis industry continue, we wondered what […]

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Opportunities for Cross Border Cooperation in Regulation of Digital Assets

Thank you, Robby [Greene] , for that kind intro. I am delighted to see that Robby, once my research assistant, has clearly gone on to bigger and better things. I also am delighted to be here in Singapore, by some accounts the global crypto-hub, and appreciate the hospitality of the Singapore University of Social Sciences. […]

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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation | Tagged , , , , , , , , | 1 Comment

A Catch 22 for Asset Managers

Asset managers have been caught in a difficult spot for several years. Some, including me, have pushed them to use their growing voting power to benefit social impact causes. Other experts have decried managers’ power and blamed them for anticompetitive outcomes and even increasing inequality. The big three—BlackRock, State Street, and Vanguard—are victims of their […]

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Weekly Roundup: July 26-August 1, 2019

2019 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals Posted by Marc Treviño, Sullivan & Cromwell LLP, on Friday, July 26, 2019 Tags: Board declassification, Boards of Directors, Charter & bylaws, Director qualifications, Dual-class stock, Institutional Investors, No-action letters, Ownership, Proxy access, Proxy season, Proxy voting, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings Recent Ruling on Advance Notice Bylaws Posted by Trevor S. Norwitz and Sabastian V. Niles, Wachtell, Lipton, […]

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