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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
A Deconstruction of the Short-Termism Thesis
In the early 2020’s it is received wisdom in a broad swath of corporate America that stock market short-termism is a malady adversely affecting the future of public companies in the United States and increasingly around the world. This belief goes well beyond board rooms and executive suites, and finds a welcoming reception among many […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Hedge funds, Investor horizons, Repurchases, Shareholder activism, Short-termism, Takeovers
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Weekly Roundup: April 8-14, 2022
SEC Proposes Landmark Standardized Disclosure Rules on Climate-Related Risks Posted by David Cifrino and Jacob Hollinger, McDermott Will & Emery LLP, on Friday, April 8, 2022 Tags: Climate change, Environmental disclosure, ESG, Materiality, Risk, Risk disclosure, SEC, SEC rulemaking, Sustainability GameStop and the Reemergence of the Retail Investor Posted by Jill E. Fisch (University of Pennsylvania), on Friday, April 8, 2022 Tags: Behavioral finance, Consumer protection, Financial technology, Innovation, Investor protection, Retail […]
Click here to read the complete postPrivate Companies, Brown-Spinning, and Climate-Related Disclosures in the U.S.
Global consensus is growing on the contribution that corporations and financial markets must make towards the net-zero transition in line with the Paris Agreement goals. Regulatory measures and shareholder or stakeholder initiatives now abound to create a more sustainable economy. Crucially, however, the focus of those initiatives largely remains on public companies. In a new […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Asset management, Climate change, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Materiality, Private firms, Securities regulation, Spinoffs, Sustainability
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Corwin Cleanse Clarified: Key Lessons for Interested Directors
Since Corwin v. KKR Financial Holdings LLC, Delaware courts have adhered to the proposition that “when a transaction not subject to the entire fairness standard is approved by a fully informed, uncoerced vote of the disinterested stockholders, the business judgment rule applies.” However, The Delaware Court of Chancery recently issued an opinion (available here) clarifying […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Big Three Institutional Investor Updates
Blackrock, Vanguard, and State Street (the “Big Three”) are among the largest and most influential institutional investors in the world with current assets under management (AUM) of $10.0, $8.2, and $4.1 trillion respectively. Given their size, they have ownership stakes in many U.S. publicly traded companies. As a result of their holdings, the Big Three […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Asset management, Board composition, Boards of Directors, Diversity, ESG, Human capital, Index funds, Institutional Investors
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Remarks by Chair Gensler Before the Ceres Investor Briefing
Thank you. It’s good to be with Ceres for today’s investor briefing. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff. As you all likely know by now, in March, the Commission voted on a proposal to mandate climate-risk […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Climate change, Environmental disclosure, ESG, Form 10-K, SEC, SEC rulemaking, Securities regulation, Sustainability
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Disclosing Corporate Diversity
Since 2020, diversity has become a central concern for corporations and their leaders, prompting many corporations to voluntarily integrate gender and racial diversity in particular, into their Corporate Social Responsibility (“CSR”), or Environmental, Social and Governance (“ESG”) disclosures. In my paper, Disclosing Corporate Diversity, I use machine-learning techniques to analyze 3,461 CSR/ESG reports for 1,288 […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, ESG, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, Diversity, ESG, Human capital, Institutional Investors, Securities regulation, Stakeholders
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SPAC-Related Enforcement and Litigation: What to Expect in 2022
Key Points: The SEC has indicated that it will continue its focus on SPACs, including by proposing rules to further regulate SPACs this spring, which could lead to increased SEC enforcement activity involving SPACs and de-SPAC’ed public companies. Federal prosecutors, under directives from US Deputy Attorney General Lisa Monaco to invigorate efforts to combat corporate […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Class actions, Insider trading, IPOs, Merger litigation, Mergers & acquisitions, PSLRA, Securities enforcement, Securities litigation, SPACs, Special purpose vehicles
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The Capitalist and the Activist
Today, corporations and their executives are at the frontlines of some of the most important and contentious issues of our time, such as the Russian invasion of Ukraine, voting rights, gun violence, racial justice, climate change, and gender equity. Through their policies, pronouncements, investments, and divestments, businesses and business leaders are directly engaging with the […]
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Comment Letter on Modernizing Section 13(d) and (g) Beneficial Ownership Reporting
We are pleased to submit the following comments with respect to the Securities and Exchange Commission’s Release Nos. 33-11030; 34-94211; File No. S7-06-22 (the “Release”). We have long been advocates for reform in this area and we have previously petitioned the Commission for rulemaking to modernize aspects of the beneficial ownership reporting rules that are […]
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