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HLS Faculty & Senior Fellows
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
Delaware M&A Appraisal After DFC, Dell and Aruba
With its April 16, 2019 opinion in Verition Partners Master Fund Ltd. v Aruba Networks, Inc., and following its late 2017 decisions in DFC Global and Dell, the Delaware Supreme Court has completed a trio of decisions that are likely to reshape the law and practice of public company merger appraisal in Delaware. In each […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions
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Operating Principles for Impact Management
Making History On April 12, 2019, 60 global investors came together to adopt and launch the Operating Principles for Impact Management—a market standard for impact investing in which investors seek to generate positive impact for society alongside financial returns in a disciplined and transparent way. These investors collectively hold over $350 billion in assets invested […]
Click here to read the complete postL&G Active Ownership Report
Active ownership means working to bring about real, positive change to create sustainable value for our clients. Our annual Corporate Governance report details how we achieved this in 2018. “There is now even more interest from clients, regulators and governments in corporate stewardship.” —Sacha Sadan, Director of Corporate Governance
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate Social Responsibility, ESG, Executive Compensation, Index funds, Pay for performance, Shareholder rights, Shareholder value, Shareholder voting, Sustainability
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Statement on Financial Disclosure
Let me begin by thanking the Staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing today’s release and for helpful briefings throughout this process. Today’s proposal governs the financial information firms give investors relating to mergers and acquisitions, among other things. The proposal provides several necessary […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accountability, Acquisition premiums, Disclosure, Financial reporting, Long-Term value, Mergers & acquisitions, Private benefits of control, SEC, Securities regulation, Shareholder value, Transparency
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Aiming Toward the Future
I. Introduction Thank you, Dean Huss, for the kind introduction. I’m grateful for the opportunity to visit Baruch College’s Zicklin School of Business and speak at the annual financial reporting conference for the fourth time. Many students who were starting their collegiate work here when I first spoke at this conference are now members of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, Financial reporting, Financial technology, GAAP, SEC, Securities regulation
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When Dual-Class Stock Met Corporate Spin-Offs
A corporate spin-off creates a new spun-off public company (“SpinCo”) by distributing the new company’s stock to the shareholders of a parent company (“ParentCo”) in the form of dividends proportional to their stock ownership. In this process of dividing one company into two or more stand-alone companies, the corporate spin-off offers potentially unchecked discretion for […]
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Posted in Academic Research, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Agency costs, Agency model, Dividends, Dual-class stock, IPO Spinning, IPOs, Management, Mergers & acquisitions, Reorganizations, Shareholder voting, Spinoffs
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Weekly Roundup: April 26–May 2, 2019
The SEC’s Current End Game on Proxy Advisory Firms Posted by Cydney Posner, Cooley LLP, on Friday, April 26, 2019 Tags: Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting 2019 Compensation Committee Guide Posted by Jeannemarie O’Brien, David Kahan, and Michael Schobel, Wachtell, Lipton, Rosen & Katz, on Friday, April 26, 2019 Tags: Boards of Directors, Compensation committees, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Section […]
Click here to read the complete postIndividual Autonomy in Corporate Law
What is a corporation? The field of corporate law is riven with competing visions of the corporate form. The task of defining the corporation is particularly challenging today, when the state has largely ceded to private parties the task of establishing rights and duties among the corporation and its various stakeholders. Under this “contractarian” approach, […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate forms, Corporate veil, Efficiency, Fiduciary duties, Private ordering
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Accounting Class Actions Filings and Settlements—2018 Review and Analysis
Executive Summary Securities class action filings involving accounting allegations remained at uncharacteristically high levels as the trend of core filings against larger defendant firms continued. The total value of accounting class action settlements rebounded to the second-highest level in the last 10 years, with all five mega settlements involving an accounting allegation. There were 143 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting standards, Class actions, Financial reporting, GAAP, Restatements, Securities litigation, Settlements
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What we do. How we do it. Why it matters: Vanguard’s Investment Stewardship Commentary
As the industry’s only mutually owned investment company, Vanguard takes seriously its responsibility to represent the interests of the more than 20 million people who invest in Vanguard funds. As more investors have flocked to Vanguard and especially to the index funds pioneered by its founder, the late John C. Bogle, we have grown only […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Index funds, Institutional Investors, Long-Term value, Shareholder voting, Stewardship, Vanguard
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