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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
The Corporate Calendar and the Timing of Share Repurchases and Equity Compensation
The growth in buyback volumes over the past two decades has raised concerns that CEOs are misusing share repurchases to maximize their own personal wealth at the expense of long-term shareholder value. The main concern is that CEOs use share repurchases to temporarily increase the stock price above its fundamental value so that they can […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Repurchases
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Top 5 SEC Enforcement Developments
As a fitting cap to a busy month, on March 30, the SEC Division of Examinations announced its 2022 Examination Priorities. These priorities are consistent with the recent activities of the SEC more generally, as exemplified by the Top 5 Enforcement Developments below. The Examinations program will focus on private funds, environmental, social, and governance (ESG) […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Climate change, Cryptocurrency, Cybersecurity, Environmental disclosure, ESG, Financial technology, SEC enforcement, Securities enforcement, Securities regulation, SPACs
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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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