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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Quality of Earnings Information in Dual-Class Firms
When Google went public with a dual-class capital structure in which shares owned by the founders confer greater voting rights than shares issued to public investors, its cofounders, Larry Page and Sergey Brin, sent shareholders a letter promising to provide them with high-quality information about the company. Using the words of Warren Buffett, the chairman […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting
Tagged Accounting, Agency model, Capital structure, Cash flows, Dual-class stock, Financial reporting, Information environment, Restatements, Shareholder voting
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Lessons from Huntsman’s Proxy Fight Victory Over Starboard
Huntsman’s recent proxy contest against Starboard marked the first time in seven years that a company achieved a complete victory at the ballot box against a prominent activist hedge fund without ISS support. As the SEC’s new universal proxy regime increases leverage for activist investors, companies should carefully study the strategies and tactics that have […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder voting
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Ten Thoughts on the SEC’s Proposed Climate Disclosure Rules
Last month, the Securities and Exchange Commission proposed long-awaited rules that would mandate enhanced climate-related disclosures by public companies. In this post, we provide an overview of this significant, and controversial, rulemaking proposal. We also provide our views on where the rules fit into governance, compliance and disclosure more broadly. A Bit of Background and […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, International governance, SEC, SEC rulemaking, Securities regulation, Sustainability
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Remarks by Commissioner Crenshaw at Virtual Roundtable on the Future of Going Public and Expanding Investor Opportunities
Thank you Hal [Scott] for that kind introduction and for inviting me to speak today. I am honored to precede such an esteemed panel of practitioners and academics. As always, I must give my standard disclaimer that my remarks are my own and do not necessarily represent the views of the Commission or its staff. […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Direct listings, IPOs, Mergers & acquisitions, Private firms, Public firms, Securities regulation, SPACs
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Stark Choices for Corporate Reform
Corporate law has been wracked by a decades-long debate. A majority of academics and practitioners support shareholder primacy, the view that corporations exist solely to generate financial returns for shareholders. But an increasingly vocal minority supports stakeholder governance, the view that corporate leaders should consider the interests of a broader range of stakeholders, including workers, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG
Tagged Climate change, Corporate purpose, ESG, Governance reform, Shareholder primacy, Stakeholders, Sustainability
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Weekly Roundup: April 22-28, 2022
SEC Rules Would Make SPAC Process More Burdensome than Traditional IPOs Posted by Gail Weinstein, Philip Richter, and Brian Hecht, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, April 22, 2022 Tags: IPOs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles Liability for Non-Disclosure in Equity Financing Posted by Albert H. Choi (University of Michigan) and Kathryn E. Spier […]
Click here to read the complete postQ1 2022 Review of Shareholder Activism
Observations on the Global Activism Environment in Q1 2022 Record Pace for Global Activism, Led by U.S. 73 new campaigns launched globally in Q1 marks the busiest quarter on record and, when combined with Q4, the busiest six-month period for activism since 2018 The U.S. continues to account for the largest share of global activity, […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged ESG, Europe, Hedge funds, International governance, Mergers & acquisitions, Proxy season, Shareholder activism, Ukraine
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The Corporate Calendar and the Timing of Share Repurchases and Equity Compensation
The growth in buyback volumes over the past two decades has raised concerns that CEOs are misusing share repurchases to maximize their own personal wealth at the expense of long-term shareholder value. The main concern is that CEOs use share repurchases to temporarily increase the stock price above its fundamental value so that they can […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Repurchases
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Top 5 SEC Enforcement Developments
As a fitting cap to a busy month, on March 30, the SEC Division of Examinations announced its 2022 Examination Priorities. These priorities are consistent with the recent activities of the SEC more generally, as exemplified by the Top 5 Enforcement Developments below. The Examinations program will focus on private funds, environmental, social, and governance (ESG) […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Climate change, Cryptocurrency, Cybersecurity, Environmental disclosure, ESG, Financial technology, SEC enforcement, Securities enforcement, Securities regulation, SPACs
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Proposed SEC Rule on Private Fund Advisers
This post is based on a comment letter that I submitted on the Security and Exchange Commission’s proposed rules governing Private Fund Advisers, File No. S7-03-22 (the “Proposed Rules”). Specifically, I am commenting below on the section of the Proposed Rules entitled Prohibited Activities, which among other things, would forbid investment advisers from charging investors […]
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