-
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
Investor Engagement and Activist Shareholder Strategies
It’s not your imagination: shareholders and activists have asserted themselves more in recent years. For better or worse, activists are more numerous and more diverse than they were in the past, both in their agendas and their methods. This reinforces the need for management, with the board’s oversight and guidance, to engage with shareholders proactively, […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board monitoring, Boards of Directors, Engagement, Institutional Investors, International governance, Long-Term value, Management, Shareholder activism, Short-termism
Comments Off on Investor Engagement and Activist Shareholder Strategies
Bank Boards: What Has Changed Since the Financial Crisis?
The Financial Crisis Inquiry Commission (FCIC) (2011) identified dramatic failures of corporate governance and risk management at many systemically important U.S. financial institutions as one of the key causes of the 2008 financial crisis. If the crisis is viewed as the byproduct of failed incentives for managers, owners, creditors, and regulators, corporate governance could potential […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation
Tagged Bank boards, Banks, Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Financial crisis, Financial institutions, Financial regulation, Incentives, Overboarding, Risk management, Systemic risk
Comments Off on Bank Boards: What Has Changed Since the Financial Crisis?
Communicating with the Investment Community in the Digital Age
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Board communication, Engagement, Information environment, Institutional Investors, Management, Shareholder communications, Social media
Comments Off on Communicating with the Investment Community in the Digital Age
Investing in the Environment
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Risk management, Shareholder voting, Sustainability
1 Comment
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 […]
Click here to read the complete post
Posted in Academic Research, Institutional Investors
Tagged Arbitrage, Hedge funds, Information asymmetries, Information environment, Institutional Investors, Market efficiency, Mutual funds, Short sales
Comments Off on Institutional Investors as Short Sellers?
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 […]
Click here to read the complete post
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
1 Comment
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 […]
Click here to read the complete post
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
Comments Off on Text Messages and Personal Emails in Corporate Litigation
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 […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Court Cases, Securities Litigation & Enforcement
Tagged 401(k), Bankruptcy, Bankruptcy Code, Bankruptcy Code s.363, Restructurings, Securities litigation
Comments Off on Corporate Bankruptcy and Restructuring 2018-2019
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: […]
Click here to read the complete post
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
Comments Off on The Method of Production of Long-Term Plans
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 […]
Click here to read the complete post
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
Comments Off on Practical Lessons in Boardroom Leadership