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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
Defining Corwin’s Limits
In its October 2015 decision in Corwin v. KKR Financial Holdings, LLC, the Delaware Supreme Court held that, under most circumstances, approval of a transaction by a majority of fully informed, uncoerced stockholders invokes deferential business-judgment-rule review, notwithstanding that absent such approval a heightened level of scrutiny would apply. Where Corwin applies, the result is […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Corwin, Delaware cases, Delaware law, Disclosure, Liability standards, Merger litigation, Mergers & acquisitions
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Weekly Roundup: July 12-18, 2019
Shareholders and Stakeholders Around the World: The Role of Values, Culture, and Law in Directors’ Decisions Posted by Amir N. Licht (Interdisciplinary Center Herzliya) and Renée B. Adams (University of Oxford), on Friday, July 12, 2019 Tags: Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Management, Managerial style, Shareholder primacy, Shareholder value, Social capital, Social contract, Social policies, Stakeholders EVA as a Performance Measure in Executive Incentive […]
Click here to read the complete postPetition for Rulemaking to Revise Rule 10b-18
Petitioners signed below respectfully submit this petition for rulemaking pursuant to Rule 192(a) of the Commission’s Rules of Practice. In 1982, the Securities and Exchange Commission (“SEC” or “Commission”) finalized Rule 10b-18, 17 C.F.R. § 240.10b-18, (“Rule 10b-18” or “the Rule”). Rule 10b-18 provided companies with a “safe harbor” to undertake stock repurchase (or “buyback”) […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital allocation, Equity-based compensation, Executive Compensation, Investor protection, Repurchases, Rule 10b-18, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Short-termism, Tax Cuts and Jobs Act
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Designing Business Forms to Pursue Social Goals
In recent years, there have been efforts to encourage firms to pursue social goals. This imperative, however, is very vague. What range of permissible non-pecuniary goals should companies be encouraged to pursue? This question reflects a much re-hashed debate regarding the role and purpose of corporations. Many studies view this topic as a matter of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Benefit corporation, Corporate forms, Corporate Social Responsibility, ESG, Incentives, Shareholder value, Social capital, Social contract
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Comments on the Climate Risk Disclosure Act of 2019
Thank you for the invitation and opportunity to appear before you today [July 10, 2019]. I am the CEO and President of Ceres, a nonprofit organization working with many of the most influential investors and companies to build sustainability leadership within their own enterprises and to drive sector and policy solutions throughout the economy. Through […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Sustainability
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Staff Statement on LIBOR Transition
LIBOR is an indicative measure of the average interest rate at which major global banks could borrow from one another. LIBOR is quoted in multiple currencies and multiple time frames using data reported by private-sector banks. LIBOR is used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Accounting, Banks, Financial institutions, Financial regulation, Financial reporting, Interest, LIBOR
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Statement on Opportunity Zones
Today [July 15, 2019], together with our regulatory colleagues at the North American Securities Administrators Association (NASAA), our staff issued a statement explaining the potential application of state and federal securities laws to fundraising for Opportunity Zones. Separately, our staff also provided guidance regarding the ability of Main Street investors to participate in these offerings. Our staff, and […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Opportunity Zones, Retail investors, SEC, Securities regulation, Small firms
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Comment Letter Regarding Earnings Releases and Quarterly Reports
By some accounts, public markets are out of fashion. Detractors point to the long-term trend towards fewer initial public offerings (IPOs) in developed economies, especially the U.S., and the growth of private pools of capital over the past decade, which has largely deprived retail investors of the most significant growth investment opportunities of the past […]
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