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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
Mens Rea for Investment Advisers Act Violations
On April 30, 2019, the United States Court of Appeals for the District of Columbia Circuit issued its decision in The Robare Group, Ltd., et al. v. Securities and Exchange Commission. The court’s ruling upheld the Securities and Exchange Commission’s (the Commission’s or the SEC’s) holding that the defendants violated Section 206(2) of the Investment […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Fiduciary duties, Investment Advisers Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, U.S. federal courts
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Opt-In Stewardship: Toward an Optimal Delegation of Mutual Fund Voting Authority
Corporate ownership in the U.S. has been re-institutionalized. Individual investors are now much less likely than they once were to hold shares of corporations directly. Instead, individuals now typically invest through mutual funds, especially index funds. As a result, mutual funds now own about one-third of the total U.S. stock market, and the “Big Three” […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions
Tagged ESG, Fiduciary duties, Index funds, Institutional Investors, Institutional voting, Mergers & acquisitions, Proxy voting, SEC, Shareholder activism, Shareholder proposals, Shareholder voting, Stewardship
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Bad Faith Monitoring on Food Safety Issues
In a decision issued [June 19, 2019] in Marchand v. Barnhill et al., No. 533, 2018 (Del. June 19, 2019), the Delaware Supreme Court reversed the dismissal of a stockholder derivative lawsuit against the members of the board of directors and two officers of Blue Bell Creameries USA, Inc., a leading manufacturer of ice cream […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board monitoring, Board oversight, Boards of Directors, Derivative suits, Director liability, Liability standards, Securities litigation, Shareholder suits
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Regulating Libra
On June 18, Facebook announced its proposal to launch a new cryptocurrency next year, named the Libra. In a new paper we analyse how Libra will work, discuss the governance of the organization behind it (the Libra Association), explore its transformative potential, and consider its likely regulatory implications. Libra will serve as e-money. Its value […]
Click here to read the complete postStatement on Retirement of Chief Justice Strine
Yesterday, Chief Justice Leo Strine announced his retirement after more than twenty years on the Delaware Court of Chancery and Supreme Court of Delaware, two of the most important courts for our markets and our investors. Chief Justice Strine deserves our thanks for bringing his unparalleled combination of energy, intellect, experience, legal knowledge and pragmatism […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Delaware law, Securities regulation
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Protecting Main Street Investors: Regulation Best Interest and the Investment Adviser Fiduciary Duty
Good evening and thank you for being here. As many of you know, in June, the Securities and Exchange Commission adopted a package of rules and interpretations that will enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers. Importantly, they bring the legal requirements and mandated disclosures for broker-dealers and […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Fiduciary duties, Investment advisers, Investor protection, Regulation Best Interest, Retail investors, SEC, Securities regulation, Transparency
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Model Stewardship Code for Long-Term Behavior
A good stewardship code helps clarify the responsibilities of institutional investors, laying out core principles to foster a shared understanding among stakeholders including regulators, investors, and investees. To ensure that stewardship codes put primary emphasis on long-term value creation, FCLTGlobal has worked with its members to identify seven principles of long-term ownership that could be […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, ESG, Institutional Investors, Institutional monitoring, Long-Term value, Stakeholders, Stewardship, Stewardship Code
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Fiduciary Violations in Sale of Company
On June 21, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery issued an opinion addressing a number of significant issues relating to the proper conduct of an M&A process. In denying all defendants’ motions to dismiss, the court first held that the selling company had failed to disclose certain material information […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Change in control, Controlling shareholders, Corwin, Delaware cases, Delaware law, Disclosure, Duty of loyalty, In re Revlon, Merger litigation, Mergers & acquisitions
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Emerging Technologies, Risk, and the Auditor’s Focus
Introduction Emerging technologies are altering the financial reporting environment substantially, and this change is accelerating. For example, artificial intelligence (AI), robotic process automation, and blockchain are changing the way business gets done, and auditors are leading by transforming their own processes. In this evolving environment, it is more important than ever for the key players […]
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