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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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 […]
Click here to read the complete postDo the Securities Laws Promote Short-termism?
Over the last several years, some of the most prominent representatives of Corporate America have argued that the pressure of quarterly reporting creates incentives for public corporations to focus on meeting the short-term expectations of the market rather than developing businesses that prosper over the long-term and make positive contributions to society. The scrutiny of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Disclosure, Financial reporting, Long-Term value, SEC, Securities regulation, Shareholder value, Short-termism
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Caremark Liability for Regulatory Compliance Oversight
In Marchand v. Barnhill (“Blue Bell”) (June 18, 2019), the plaintiff-stockholder claimed that the directors of Blue Bell Creameries USA, Inc., an ice cream manufacturer (the “Company”), breached their fiduciary duty of loyalty under Caremark by having failed to oversee and monitor the Company’s food safety operations. The suit was brought after an outbreak of […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Board oversight, Boards of Directors, Caremark, Delaware cases, Delaware law, Derivative suits, Duty of loyalty, Management, Shareholder suits
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Comment Letter Regarding SEC Interpretation of 14a-8(i)(7) Ordinary Business Exclusion
We are writing on behalf of the Council of Institutional Investors (CII), a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of $4 trillion. Our member funds include major long-term […]
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