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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
Do Investors Care About Carbon Risk?
Almost no day passes without a major news story related to climate change. This week alone Thomson Reuters reported a study that found that the Canadian permafrost is thawing 70 years earlier than forecast. Another Thomson Reuters story the same week announced that Norway’s sovereign wealth fund was to divest its $1 billion stake in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Climate change, Divestitures, Environmental disclosure, ESG, Information environment, Institutional Investors, Risk, Risk management, Stock performance, Stock returns
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Climate Portfolio Analysis: A Multifaceted Approach to Risk
Summary Climate portfolio analytics allows investors to assess and monitor risk exposure related to several climate-related issues, including emissions exposure, and physical and transitional risk. This article demonstrates the benefits of portfolio analysis related to climate change risk by providing a comparison of greenhouse gas emissions and climate risk exposure between the S&P 500 and […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Risk management, Risk-taking, Sustainability
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Proxy Advisory Firms, Governance, Failure, and Regulation
Proxy advisory firms have arisen due to market failures underlying voting and the broader system of corporate governance. However, proxy advisory firms, which are not subject to mandatory regulation, reflect market failures of their own. This analysis highlights the underlying frictions, such as the scale economies and public goods aspects to information production, the import […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Conflicts of interest, Glass Lewis, Information environment, Institutional Investors, ISS, Proxy advisors, Securities regulation, Shareholder voting, Systemic risk
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Celebrity Stock Market
We typically think of stock markets as a mechanism for connecting investors who buy and sell shares of ownership in public companies. This helps distribute the successes and share the risks of these companies across a wider range of individuals. Talented individuals with business ideas often get venture capital or other forms of investor financing […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Contracts, Equity securities, Human capital, Privacy, Social media
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The Standard of Review for Challenged Director Compensation
On May 31, 2019, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued a decision refusing to dismiss a stockholder’s fiduciary duty claims challenging the compensation of Goldman Sachs’ board of directors. The case highlights the type of claim potentially available to stockholders in challenging board (and sometimes executive) compensation, and it provides […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Director compensation, Goldman Sachs, Incentives, Securities litigation, Shareholder suits
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Scarlet Letters: Remarks before the American Enterprise Institute
Thank you, Ben [Zycher]. I will begin with the standard disclaimer. My remarks represent my views and not necessarily those of the Commission or my fellow Commissioners. I will next address a question that is undoubtedly in the mind of at least one person in the audience. Did her parents really do that to her? […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Asset management, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Proxy advisors, Securities regulation, Shareholder proposals
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Upstream Liability, Entities as Boards, and the Theory of the Firm
Directors have fiduciary duties, and the most litigated and most demanding of those duties is the duty of loyalty. The key questions for duty of loyalty litigation are director-by-director questions: Did this particular director have a conflict? Is it futile to make a demand on that particular director? What does it mean to ask director-by-director […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Agency model, Boards of Directors, Conflicts of interest, Corporate veil, Delaware articles, Delaware law, Duty of loyalty, Fiduciary duties, Liability standards, Securities litigation, Shareholder suits
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OECD Corporate Governance Factbook 2019
The 2019 edition of the OECD Corporate Governance Factbook (the “Factbook”) contains comparative data and information across 49 different jurisdictions including all G20, OECD and Financial Stability Board members. The information is presented and commented in 40 tables and 51 figures covering a broad range of institutional, legal and regulatory provisions. The Factbook provides an […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Asia-Pacific, Audit committee, Board composition, Boards of Directors, International governance, OECD, Risk management, Securities regulation
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The Timing of Schedule 13D
In the field of corporate law, timing is everything. Perhaps in no area is this more the case than in disclosure—specifically, the disclosure obligations of the Securities and Exchange Act of 1934. Implemented by a phalanx of SEC rules, the Act carefully prescribes how and when an investor must make public its equity position in […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Ownership, Schedule 13D, SEC, SEC rulemaking, Section 13(d), Securities Act, Securities regulation
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Rent-A-Center: A $1.37 BN Reminder on Reminders
Rent-A-Center Inc., a Texas based consumer goods rent-to-own retailer (R-A-C) most famous for enabling generations of North Americans to fill their homes with furniture, electronics and household appliances, agreed in June 2018 to a buyout by affiliates of the private equity firm, Vintage Capital Management, LLC (Vintage) in a deal valuing the R-A-C at $1.37 […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination
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