-
Supported By:
Subscribe or Follow
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
Reconsidering Stockholder Primacy in an Era of Corporate Purpose
There is now a growing consensus that corporations must focus on corporate purposes beyond stockholder value. As Blackrock’s Larry Fink recognized in his 2018 letter to CEOs (and largely reiterated in his 2019 letter), “society is demanding that companies, both public and private, serve a social purpose. To prosper over time, every company must not […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Institutional Investors
Tagged Corporate Social Responsibility, ESG, Institutional Investors, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders
Comments Off on Reconsidering Stockholder Primacy in an Era of Corporate Purpose
Oral History Documentary Videos on Landmark Developments in Delaware Corporate Law
The Institute for Law and Economics (ILE) at the University of Pennsylvania Law School has released two new oral history documentary videos that offer unprecedented insight into some of the most pivotal developments in corporate law. One of the new videos tells the story of the famous Walt Disney shareholder derivative litigation challenging Michael Ovitz’s […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Securities Regulation
Tagged Delaware law, DGCL, DGCL Section 102, Legal history, Securities regulation, Shareholder suits, State law
Comments Off on Oral History Documentary Videos on Landmark Developments in Delaware Corporate Law
Commodity Exchange Act Liability for Smart Contract Coders
The Commodity Futures Trading Commission (CFTC) is considering how smart contract applications on the blockchain implicate its jurisdiction and enforcement authority. Smart contracts are pieces of code on a blockchain that execute certain steps (such as moving a cryptocurrency from one wallet to another) when a condition or set of conditions is met. They are […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, CFTC, Contracts, Cryptocurrency, Financial technology, Liability standards, Securities enforcement, Securities litigation, Securities regulation
Comments Off on Commodity Exchange Act Liability for Smart Contract Coders
The Director-Shareholder Engagement Guidebook
When you hear the phrase “shareholder engagement” we want you to think “shareholder trust.” Gaining the trust of your shareholders doesn’t happen overnight. It grows slowly through an ongoing commitment to transparency and openness. As the elected representatives of shareholders, it is critical that independent directors not only participate in shareholder engagement but assume a leadership […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Board oversight, Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Risk management, Shareholder activism, Shareholder voting
Comments Off on The Director-Shareholder Engagement Guidebook
Rise of the Shadow ESG Regulators
Federal securities law is grounded in the principle of disclosure; however, many have found wanting the prevailing disclosure requirements for the social and environmental impacts of public corporations. The sustainability practices of business might be better regulated if companies reported about them with greater care. But U.S. public companies spend less time communicating with investors […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Asset management, Disclosure, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Risk, SASB, Shareholder value, Sustainability
Comments Off on Rise of the Shadow ESG Regulators
Appraisal Litigation in Delaware: Trends in Petitions and Opinions (2006-2018)
Last year saw a drop in the number of appraisal petitions filed in the Delaware Court of Chancery. After steadily rising since 2009 and peaking at 76 in 2016, the number of appraisal petitions filed by shareholders declined to only 26 in 2018. For the 34 appraisal cases that ultimately went to trial between 2006 […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, DGCL Section 262, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions
Comments Off on Appraisal Litigation in Delaware: Trends in Petitions and Opinions (2006-2018)
Weekly Roundup: February 22-28, 2019
Go-Shops Revisited Posted by Guhan Subramanian (Harvard Business School) and Annie Zhao (Harvard Business School), on Friday, February 22, 2019 Tags: Appraisal rights, Bidders, Conflicts of interest, Deal protection, Go-shop, Management, Mergers & acquisitions, Private equity, Shareholder value, Termination fees A Capitalist’s Solution to the Problem of Excessive Buybacks Posted by Nell Minow, ValueEdge Advisors, on Friday, February 22, 2019 Tags: Boards of Directors, Executive Compensation, Incentives, Innovation, Long-Term value, Moral hazard, R&D, Repurchases, Shareholder value, Stock […]
Click here to read the complete postFrequently Overlooked Disclosure Items in Annual Proxy Statements
In preparing the annual proxy statement, much care and attention is appropriately given to discussion of the company’s performance highlights, utilization of governance “best practices,” key compensation program developments, and other matters that are likely to draw investor attention and scrutiny. However, it is important not to forget that the annual proxy statement is also […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Boards of Directors, Disclosure, Executive Compensation, GAAP, Management, Pay for performance, Proxy disclosure, Securities regulation
Comments Off on Frequently Overlooked Disclosure Items in Annual Proxy Statements
Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson
I am writing on behalf of the Council of Institutional Investors (CII). CII is a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management exceeding $4 trillion. Our member funds include […]
Click here to read the complete post