Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Communicating with the Investment Community in the Digital Age

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 19, 2019

Having a sophisticated and current understanding of how the investment community gathers and processes information is critical for success when a corporate issuer is communicating with the market on an ongoing basis or during a complex situation such as a transaction or responding to a shareholder activist. Brunswick has been tracking the digital consumption habits […]

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Investing in the Environment

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 18, 2019

Over the past month, media headlines have been conquered by handshakes at Davos, where private and public sector leaders have gravitated again in an attempt to solve the world’s most pressing problems, which have over the past year only gotten more pressing. While climate change has single-handedly dominated the focus of this year’s World Economic […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , | 1 Comment

Institutional Investors as Short Sellers?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 18, 2019

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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Keeping Investors out of Court—The Looming Threat of Mandatory Arbitration

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 18, 2019

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 , , , , , , , , , , , , | 1 Comment

Text Messages and Personal Emails in Corporate Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, February 17, 2019

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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Corporate Bankruptcy and Restructuring 2018-2019

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, February 17, 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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The Method of Production of Long-Term Plans

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, February 16, 2019

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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Practical Lessons in Boardroom Leadership

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, February 16, 2019

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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Board Diversity by U.S. Region

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, February 16, 2019

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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Books and Records Access for Terminated Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, February 15, 2019

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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