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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
Externalities and the Common Owner
Most of the stock market is controlled by institutional investors holding broadly diversified economy-mirroring portfolios. In an article recently posted on SSRN, Externalities and the Common Owner, I argue that diversified investors should rationally be motivated to internalize intra-portfolio negative externalities. This portfolio perspective can explain the increasing climate change related activism of institutional investors: […]
Click here to read the complete postPresident Trump’s Executive Order and Shareholder Engagement on Climate Change
ERISA, the 1974 law that governs pension funds, recognizes that the third parties who manage those funds might be tempted to make decisions that were more in their interests than the interests of the people who were depending on them to make good decisions about their investments. And so the law makes it clear that […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Climate change, DOL, Engagement, Environmental disclosure, ERISA, ESG, Proxy voting, Retirement plans, Shareholder proposals, Shareholder voting, Sustainability
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The Relevance of Broker Networks for Information Diffusion in the Stock Market
Institutional investors routinely make use of brokers to execute their trades. Despite the rise of electronic trading, the Tabb Group reports that brokers handle about 42 percent of order flow from hedge funds. However, brokers’ roles in disseminating information that they acquire from clients is at best unclear. Although information about prices is readily disseminated […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Securities Regulation
Tagged Asset management, Broker-dealers, Hedge funds, Information asymmetries, Information environment, Schedule 13D, Securities regulation
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The Corporate Form for Social Good
State legislation allowing the establishment of benefit corporations—for-profit companies with a stated public purpose—has become widespread over the past decade. This increasingly available corporate form provides a mandate, and a safe harbor, for corporate leaders to pursue societal good along with shareholder profits. Directors are required to consider the impact of their decisions not only […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Benefit corporation, Corporate forms, Corporate Social Responsibility, Delaware law, ESG, Institutional Investors, Public interest, Shareholder value, Shareholder voting
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UK Shareholder Activism and Battles for Corporate Control
The modus operandi of shareholder activism is to agitate for change, often involving campaigns to convince other shareholders to support proposals to change the composition of the board and the company’s strategy. Under UK law a shareholder activist, in its capacity as shareholder, can attack the board and its strategy in the press and in […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Disclosure, Duty of good faith, Duty of loyalty, Fiduciary duties, Inside information, International governance, Management, Shareholder activism, UK
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Weekly Roundup: May 17–23, 2019
Educating Investors Through Leading Questions Posted by James McRitchie, CorpGov.net, on Friday, May 17, 2019 Tags: Disclosure, Institutional Investors, Proxy advisors, Proxy voting, Retail investors, Shareholder proposals, Shareholder value, Shareholder voting Reasons for “Male and Pale” Boards Posted by Cydney Posner, Cooley LLP, on Friday, May 17, 2019 Tags: Board composition, Board turnover, Boards of Directors, Director nominations, Diversity, Institutional Investors, Staggered boards, Succession Roe’s Short-Termism Work Selected as Top Corporate and Securities […]
Click here to read the complete postSunsets, Russets, and Rule Resets
Thank you, Peter [Easton] for that kind introduction. I appreciate the chance to be with you at today’s conference to discuss Hot Topics at the Securities and Exchange Commission. It is a small population of people who would describe anything the SEC does as hot, but I suspect there are more than a few in […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Audits, Internal control, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Small firms, SOX Section 404
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The Causal Mechanisms of Horizontal Shareholding
As I have shown in another paper, repeated empirical studies confirm that, in concentrated markets, higher levels of horizontal shareholding make anticompetitive effects more likely. Nonetheless, some critics argue that we should delay enforcement action until we have more proof on the causal mechanisms by which horizontal shareholders influence firm behavior. In my new paper, […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Institutional Investors
Tagged Antitrust, Beneficial owners, Boards of Directors, Engagement, Executive Compensation, Index funds, Institutional Investors
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Distressed M&A—The Rules of the Road
The topic of the complete publication (available here) is mergers and acquisitions where the target company is “distressed.” Distress for this purpose means that a company is having difficulty dealing with its liabilities—whether in making required payments on borrowed money, obtaining or paying down trade credit, addressing debt covenant breaches, or raising additional debt to […]
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Posted in Bankruptcy & Financial Distress, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Debtor-creditor law, Distressed companies, Merger litigation, Mergers & acquisitions, Reorganizations, Strategic buyers
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Event-Driven Litigation Defense
The authors address criticism of shareholder lawsuits presented in two recent reports by the U.S. Chamber’s Institute for Legal Reform (“ILR”). Released in October 2018 and February 2019, the ILR reports emphatically urge Congress, the Securities and Exchange Commission, and federal judges to act to curb a “contagion” of “abusive” securities class action litigation. Reiser […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Securities fraud, Securities litigation, Shareholder suits
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