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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
California Court Finds California Board Diversity Law Unconstitutional
On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution. AB 979 required California-headquartered companies to have a specified minimum number of ethnically and racially diverse or LGBT members on their boards […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Institutional Investors, Securities litigation, State law
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Liability for Non-Disclosure in Equity Financing
Under the current US securities laws, when a company raises capital by selling securities to outside investors, the company must disclose material information it possesses to the prospective investors. In case the company fails to do so, the investors can bring suit against the company to recover compensatory damages. Presumably, such a liability regime deters […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, IPOs, Liability standards, Securities litigation
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SEC Rules Would Make SPAC Process More Burdensome than Traditional IPOs
On March 30, 2022, the Securities and Exchange Commission proposed new rules that would eliminate many of the current benefits for a private company in going public through a merger with a SPAC (in a so-called “de-SPAC” transaction) rather than through a traditional initial public offering (IPO) process. The proposed rules are more far-reaching than […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged IPOs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles
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Weekly Roundup: April 15-21, 2022
A Deconstruction of the Short-Termism Thesis Posted by Charles Nathan, Finsbury Glover Hering, on Friday, April 15, 2022 Tags: Hedge funds, Investor horizons, Repurchases, Shareholder activism, Short-termism, Takeovers Remarks by Chair Gensler Before the FBIIC and FSSCC Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, April 15, 2022 Tags: Accountable Capitalism Act, Cybersecurity, Regulation S-P, Risk, Risk disclosure, Securities enforcement, Securities regulation Ninth Circuit Panel Rejects Claim […]
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The Environmental Protection Agency (EPA) shows that corporate pollution is the primary source of U.S. land and water pollution that increase cancer, reproductive, neurodevelopmental, and premature death rates. Extensive research examines how environmental regulations influence pollution and health. This work suggests that corporate decision-makers do not fully internalize the social costs of their choices concerning […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, ESG
Tagged Bankruptcy, Climate change, Corporate liability, Debtor-creditor law, Distressed companies, ESG, Sustainability
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Spotlight on Boards: Spring 2022 Update
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent influence […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board dynamics, Board performance, Boards of Directors, Corporate purpose, ESG, Materiality, Risk management, Shareholder activism
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CEOs and Sustainability
The simultaneous global crises of climate change, global pandemics, geopolitics and racial and social injustices continue to wreak havoc on the business landscape. Events like these are a stark reminder of just how much work we must do to build a better, more resilient planet for all. Leaders today have a once-in-a-generation opportunity to pivot […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Climate change, Engagement, ESG, Human capital, Management, Stakeholders, Sustainability
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Delegated Gender Diversity
Despite the growing emphasis on gender diversity, women still represent less than 20% of board members in publicly listed firms worldwide. To boost the presence of women in top business positions, many jurisdictions have mandated a minimum number of female directors on corporate boards. In 2004, Norway became the first country to legislate that all […]
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Posted in Academic Research, Boards of Directors, Empirical Research, ESG, Institutional Investors
Tagged Asset management, Board composition, Boards of Directors, Diversity, ESG, Institutional Investors
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The DCF Valuation Methodology is Untestable
The goal of discounted cash flow (DCF) valuation analysis is to answer the question, “What is this asset worth?” as in, what is the price that a rational person would be willing to pay for this asset in a competitive asset market. It is a question to which good answers are often needed. The DCF […]
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The Proposed Private Fund Advisers Rule
I submit this comment letter with respect to certain policy aspects of the above-referenced release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), in my personal capacity. I am aware of other comment letters that have been submitted or that are being prepared for […]
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