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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
Sustainability Accounting Standards and SEC Filings
The Sustainability Accounting Standards Board (SASB), a nonprofit, non-governmental organization, was established in 2011 to develop standards for companies to make consistent, comparable, and reliable disclosures about sustainability or ESG (environmental, social, and governance) matters. The SASB standards are intended to address topics that fall within well-recognized (in the U.S. and globally) concepts of financial […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Disclosure, Environmental disclosure, ESG, Filings, Form 10-K, Materiality, SEC, Securities regulation, Sustainability
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Institutional Trading around M&A Announcements
Takeover targets often experience substantial share price appreciations around public announcements of mergers and acquisitions. Trading in anticipation of these announcements can considerably improve the performance of an investment strategy. In our paper, we analyze hedge fund and mutual fund holdings around takeover announcements to assess the differences in investment strategies across institutions in a […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Asset management, Capital allocation, Fund managers, Fund performance, Hedge funds, Institutional Investors, Mergers & acquisitions, Mutual funds, Ownership, Takeovers
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The New DOJ Compliance Guidelines and the Board’s Caremark Duties
Much has been written of late about the significance of the Department of Justice’s new “Evaluation of Corporate Compliance Plan Programs” guidance (“New Guidance”) and its likely impact on the “nuts and bolts” of compliance program design and operation. But the Guidance may have more far-reaching implications to the extent that it serves to revitalize […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Audit committee, Board oversight, Boards of Directors, Caremark, Compliance & ethics, Delaware law, DOJ, Duty of care, Fiduciary duties, Risk management, Securities regulation
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Is Goldman Sachs’ Director Compensation Entirely Fair?
Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director compensation are subject to review under the entire fairness standard. The Court also addressed the possibility of stockholder waiver of application of that […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Director compensation, Fairness review, Goldman Sachs, Incentives, Shareholder suits
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Why CalPERS and Colorado PERA Moved to Intervene in the Johnson & Johnson Mandatory Arbitration Case
Several commentators have pointed out that a shareholder’s lawsuit demanding that Johnson & Johnson permit a shareholder vote on a proposal to amend J&J’s bylaws to mandate arbitration of federal securities claims has come to the court in a strange posture. In Cydney Posner’s earlier article about this case, she makes note of the “odd […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, CalPERS, Charter & bylaws, Class actions, Institutional Investors, Pension funds, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits, Stewardship
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The Business Case for ESG
We recently published a paper on SSRN, The Business Case for ESG, that examines the potential for corporate managers, boards of directors, and institutional investors around how best to incorporate ESG (environmental, social, governance) factors into strategic and investment decision-making processes. Central to the topic is the premise that both companies and investors have become […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, Institutional Investors
Tagged Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Risk management, Stakeholders, Sustainability
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Trulia’s Impact
The Delaware Court of Chancery’s 2016 decision in In re Trulia, Inc. Stockholder Litigation changed the landscape for “disclosure-only” settlements in class action suits. Recognizing a trend that had been building in the Court of Chancery, in Trulia Chancellor Bouchard declared his intent to reject disclosure-only settlements unless the resulting supplemental disclosures are “plainly material” […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Arbitrage, Delaware cases, Delaware law, Forum selection, In re Trulia, Merger litigation, Mergers & acquisitions, New York, Settlements, State law
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Designing Pay Plans in the New 162(m) World
Over a year after the “performance-based compensation” exception to Section 162(m) of the IRS Code was eliminated as part of the Tax Cuts and Jobs Act of 2017, relatively few companies have made significant changes to their pay programs to take advantage of its repeal. In part, it’s because of a short time frame for […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Executive Compensation, Incentives, Internal Revenue Code, Pay for performance, Section 162(m), Tax Cuts and Jobs Act, Taxation
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Strategic Trading as a Response to Short Sellers
There is consensus in the theoretical and empirical literature on the fact that short sellers are informed traders. Hence, economic theory suggests that when short sellers interact in the market with uninformed investors the extent to which prices reveal fundamental information (price efficiency) increases. The favorable regulatory environment for short selling in most developed countries […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Information environment, Institutional Investors, Market efficiency, Short sales
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Proposed Amendments to Delaware’s LLC and Partnership Acts
Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Revised Uniform Partnership Act (GP Act) (collectively, the LLC and Partnership Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Benefit corporation, Blockchain, Corporate forms, Delaware law, Financial technology, Incorporations, LLCs, Partnerships, Public benefit corporations, State law
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