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HLS Faculty & Senior Fellows
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
U.S. Board Diversity Trends in 2019
As the U.S. annual shareholder meeting season is coming to an end, we review the characteristics of newly appointed directors to reveal trends director in nominations. As of May 30, 2019, ISS has profiled the boards of 2,175 Russell 3000 companies (including the boards of 401 members of the S&P 500) with a general meeting […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director nominations, Director qualifications, Diversity, Institutional Investors
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Do Firms Issue More Equity When Markets Become More Liquid?
In our paper Do firms issue more equity when markets become more liquid?, we investigate whether variation in stock market liquidity helps to explain variation in corporate equity issuance over time. It is well-known that the volume of both initial public offerings (IPOs) and seasoned equity offerings (SEOs) fluctuates considerably over time, but the underlying […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Capital markets, Equity capital, International governance, IPOs, Liquidity, Market conditions, Market timing
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Debt Default Activism: After Windstream, the Winds of Change
In our prior memos The Rise of the Net-Short Debt Activist and Default Activism in the Debt Markets, we discussed the phenomenon of “Debt Default Activism,” in which investors purchase debt on the thesis that a borrower may already be in default, and then seek to profit from the alleged default, by, for example, triggering […]
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Posted in Bankruptcy & Financial Distress, Derivatives, Practitioner Publications
Tagged Bankruptcy, Covenants, Credit default swaps, Debt, Debtor-creditor law, Derivatives, Shareholder activism
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Calling the Cavalry: Special Purpose Directors in Times of Boardroom Stress
Over the last three decades, the demands placed on public company directors have increased exponentially. In addition to ordinary course audit committee, compensation committee, compliance and business oversight work, directors are now expected to animate the company’s sustainability programs, focus a keen eye on boardroom diversity and “refreshment,” understand cyber and other enterprise risks, and […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Audit committee, Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Director compensation, Director nominations, Special committees
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Mootness Fees
In Mootness Fees, forthcoming in the Vanderbilt Law Review, we document the latest development in merger litigation, mootness dismissals. In 2016, the Delaware courts announced in In re Trulia that they would no longer approve merger litigation settlements which provided for a release and an award of attorneys’ fees if they did not achieve meaningful […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Empirical Research, Mergers & Acquisitions, Securities Regulation
Tagged Class actions, Delaware law, Disclosure, Fairness review, Merger litigation, Mergers & acquisitions, Securities litigation, Settlements, Shareholder suits, Transparency
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NYS Common Retirement Fund’s Climate Action Plan
Message from the Comptroller As Comptroller of New York State and Trustee of the Common Retirement Fund (CRF), I am deeply concerned about the impact of climate change on the Fund’s investments, as well as its impact on the economy as whole. I understand the immense investment risks posed by climate change, but also recognize […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, New York, Pension funds, Stewardship, Sustainability
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Get Us There—The Ceres Strategic Plan
In 1989, in response to the Exxon Valdez oil spill, a group of forward-thinking investors and environmentalists, led by pioneer Joan Bavaria, came together to form Ceres. At the time, they were at the forefront of a transformative movement in business. They understood that the most successful companies in the long term will be those […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Risk management, Sustainability
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Exchanging Views on Exchange-Traded Funds
Welcome to all of you. We are so delighted to be able to host you at the Securities and Exchange Commission for today’s workshop on exchange-traded funds (ETFs). The discussion today is sure to be fascinating. Aside from my greeting, everything I say reflects my own views and not necessarily those of the Commission or […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Exchange-traded funds, Index funds, Investment Company Act, Investor protection, Liquidity, Market conditions, SEC, Transparency
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Defined Contribution Plans and the Challenge of Financial Illiteracy
Retirement saving in the United States has changed dramatically. The classic defined-benefit (DB) plan has largely been replaced by the defined-contribution (DC) plan. With the latter, individual employees’ decisions about how much to save for retirement and how to invest those savings determine the benefits available to them upon retirement. This system relies on employees […]
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