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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Institutional Investors as Short Sellers?
Institutional investors rarely sell short. In Institutional Investors as Short Sellers?, we explore why. We examine how social welfare might be improved if institutions sold short more. Our core argument is simple: institutional investors obtain negative information about companies, but because they rarely sell short this information is not fully reflected in prices. As an […]
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Posted in Academic Research, Institutional Investors
Tagged Arbitrage, Hedge funds, Information asymmetries, Information environment, Institutional Investors, Market efficiency, Mutual funds, Short sales
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Keeping Investors out of Court—The Looming Threat of Mandatory Arbitration
Over eighty years ago, federal securities laws were enacted to safeguard investments on national securities markets. These securities laws—premised on the notion that investors should receive accurate and thorough information regarding the public companies that they own—have transformed United States stock exchanges into the most prominent and trusted exchanges in the world. Despite this impressive […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, Class actions, Institutional Investors, Investor protection, Misconduct, SEC, Securities fraud, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits, U.S. federal courts
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Text Messages and Personal Emails in Corporate Litigation
A number of recent Delaware decisions highlight the potential risk to directors, officers and bankers of using text messaging or personal email accounts to communicate about corporate matters on the assumption that those communications will remain private in the event of subsequent M&A or other corporate litigation. In some recent high-profile cases (including litigation relating […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board communication, Books and records, Delaware cases, Delaware law, Disclosure, Discovery, Securities litigation
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Corporate Bankruptcy and Restructuring 2018-2019
The last year saw two competing narratives in the world of corporate bankruptcy and restructuring. On the one hand, overall default rates in the U.S. remained relatively low, against the backdrop of a strong U.S. economy and (for most of the year) robust credit markets. But at the same time, the U.S. retail sector faced […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Securities Litigation & Enforcement
Tagged 401(k), Bankruptcy, Bankruptcy Code, Bankruptcy Code s.363, Restructurings, Securities litigation
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The Method of Production of Long-Term Plans
Method of Production of Long-Term Plans: Key Learning Points CEO Motivation for Delivering a Long-Term Plan: Context for Preparing a Long-Term Plan: Organizational Process Themes from Long-Term Plan Development: Frustration with short-term-focused market infrastructure: corporations interested in rebalancing communications towards the long term and setting out their sustainable value story. Investor voice, guidance, and pressure: […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, ESG, Incentives, Investor relations officers, Learning, Long-Term value, Management, Managerial style, Shareholder value, Short-termism
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Practical Lessons in Boardroom Leadership
The board at Tesla, Inc. appointed a new chairperson last month, naming the chief financial officer of Australia’s largest telecommunications company to replace a Tesla co-founder. The board also added two independent directors: an executive vice-president from Walgreens Boots Alliance, Inc., the nation’s 19th-largest company, and Oracle Corporation’s chair and chief technology officer, who doubles […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board dynamics, Board independence, Board leadership, Board meetings, Board oversight, Board performance, Boards of Directors, Corporate culture, Management, Tesla
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Board Diversity by U.S. Region
Under SB-826, California became the first state to pass legislation to require that publicly traded companies have at least one woman on their board. Specifically, companies in California will need to achieve this by 2019. Starting in 2021, the required number of women on boards will increase based on the overall size of the board. […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Institutional Investors, ISS, Shareholder voting, State law
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Books and Records Access for Terminated Directors
In Schnatter v. Papa John’s (Jan. 15, 2019), the Delaware Court of Chancery ruled that a director had the right, under DGCL Section 220, to inspect the corporate books and records that related to the board’s determination to seek to sever ties with him. The board of Papa John’s International, Inc. (the “Company”) had terminated […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Management, Misconduct, Ousting directors, Reputation, Securities litigation
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Weekly Roundup: February 8-14, 2019
Securities Class Action Filings—2018 Year in Review Posted by Alexander “Sasha” Aganin and John Gould, Cornerstone Research, on Friday, February 8, 2019 Tags: Class actions, International governance, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities fraud, Securities litigation, U.S. federal courts Public Markets for the Long Term: How Successful Listed Companies Thrive Posted by Sarah Williamson, FCLTGlobal, on Friday, February 8, 2019 Tags: Accounting, Board composition, Board dynamics, Board […]
Click here to read the complete postCapitalism at an Inflection Point
Dissatisfaction with corporations is near the top of the political agenda for both the left and for the right. The Accountable Capitalism Act, a bill that would make all corporations with $1 billion or more of annual revenue subject to a federal corporate governance regime (by requiring them to be chartered as a United States […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accountability, Accountable Capitalism Act, Boards of Directors, Capital markets, Compensation ratios, Employees, Long-Term value, New Paradigm, Shareholder value, Stakeholders, Stewardship
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