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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 Perils and Promise of ESG-Based Compensation: A Response to Bebchuk and Tallarita
Evolution of Environmental, Social, and Governance (ESG) metrics-based incentive programs within large corporations: What impact will they have on the companies themselves and broader society? Overall Conclusion: Bebchuk and Tallarita (BT) raise several significant and valid criticisms/questions of the ESG/stakeholder incentive movement based upon some empirical analysis and their deep understanding of corporate governance, agency […]
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Posted in ESG, Executive Compensation, Practitioner Publications
Tagged ESG, Executive Compensation, Incentives, Long-Term value, Performance measures, Stakeholders, Sustainability
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ESG and Climate Change Blind Spots: Turning the Corner on SEC Disclosure
The SEC in the 1970s began efforts to provide investors with material information about environmental risks facing publicly traded companies, and in 2010, it issued related guidance to clarify for such companies their climate-risk disclosure responsibilities. But notwithstanding the fundamental shift since then amongst institutional investors and asset managers toward the integration of environmental, social […]
Click here to read the complete postCreditor Deemed a Controller by Dint of Its Voting Power
On February 28, 2022, the Court of Chancery of Delaware denied dismissal of a breach of fiduciary duty claim in a putative class action brought by a target company’s former stockholders against the target’s largest creditor, which had threatened to block the target’s pending SPAC merger unless the target’s board agreed to a series of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Controlling shareholders, Debtor-creditor law, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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SEC 2022 Examination Priorities
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) Division of Enforcement (EXAMS or Division) issued its annual examination priorities. Consistent with its recent rulemaking activity, in its accompanying release, the SEC highlighted private funds; Environmental, Social and Governance (ESG) investing; retail; cyber; and digital assets as key examination priorities. This post provides […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker discretionary voting, Compliance and disclosure interpretation, Cryptocurrency, Cybersecurity, Financial technology, Investment advisers, Private funds, SEC, SEC enforcement, Securities enforcement
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How Would Directors Make Business Decisions Under a Stakeholder Model?
In a new paper forthcoming in The Business Lawyer, I ask, “How Would Directors Make Business Decisions Under a Stakeholder Model?” I here understand the stakeholder model in the strong form first articulated by Dodd and more recently endorsed by Blair and Stout in which boards may choose to confer a benefit on a corporate […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Corporate forms, Decision-making, ESG, Shareholder primacy, Shareholder value, Stakeholders
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AI Oversight Is Becoming a Board Issue
As more businesses adopt artificial intelligence (AI), directors on many corporate boards are starting to consider their oversight obligations. Part of this interest is related to directors’ increasing focus on Environmental, Social and Governance (ESG) issues. There is a growing recognition that, for all its promise, AI can present serious risks to society, including invasion […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Algorithmic trading, Artificial intelligence, Boards of Directors, Caremark, Compliance and disclosure interpretation, ESG, Financial technology, Risk, Risk disclosure, Risk management
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Litigation Risks Posed by “Greenwashing” Claims for ESG Funds
Introduction The massive flow of assets into ESG-focused funds reflects the intense and growing demand for investment products that enable investors to put their values into action while pursuing strong financial returns in their portfolios. The dramatic growth of the ESG funds sector has predictably attracted the attention of regulators, commentators and the private plaintiffs’ […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Greenwashing, Institutional Investors, SEC, Securities regulation, Sustainability
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Do Startups Benefit from Their Investors’ Reputation? Evidence from a Randomized Field Experiment
It is widely believed that venture capitalists (VCs) actively add value to startups beyond providing funding. For example, VCs may provide advice, connect startups to their networks, or help startups professionalize. However, it is also possible that VCs add value passively as well, simply by attaching their names to startups. Reputable VCs may attract important […]
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Posted in Academic Research, Institutional Investors
Tagged Innovation, Institutional Investors, Labor markets, Reputation, Tech companies, Venture capital firms
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The SEC’s Proposed Rules for P4P Disclosures
Introduction In 2010, the U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). One of the important provisions of the Dodd-Frank legislation was the requirement that companies registered with the Securities and Exchange Commission (SEC) disclose how the executive compensation actually paid (CAP) by the registrant company relates to the company’s […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, Executive Compensation, Incentives, Pay for performance, Say on pay, SEC, Securities regulation
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SPACs Remain in the SEC’s Crosshairs
SPACs remain in the SEC’s crosshairs with this comprehensive rule proposal that expands the scope of underwriter liability, amends the scope of a safe harbor for financial projections and adopts a new safe harbor under the Investment Company Act of 1940. If adopted, the proposal would represent the most expansive regulatory consequences to SPAC business […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged IPOs, Mergers & acquisitions, PSLRA, SEC, Securities litigation, SPACs
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