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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
Dinosaur Governance in the Era of Unicorns
The list of global unicorns—private companies exceeding a billion-dollar valuation—is dominated by two flags: Chinese and American. This bi-polar nature of the world of corporate giants is not a reflection of the importance of the two largest global economies but the effectiveness of the ecosystems that have produced them. Japan, the third largest economy is […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Dual-class stock, IPOs, Management, Private firms, Tech companies, Tesla, Uber, Unicorns
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13F Analysis: Q3 2018
Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100m of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or holdings of certain […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Disclosure, Exchange Act, Filings, Hedge funds, Rule 13F-1, Schedule 13F, Shareholder activism
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Who Acquires Toxic Targets?
Growing media attention is devoted to corporate environmental misconduct, as more investors and consumers consider environmental performance in making green choices. There is, however, limited academic research on the consequences of corporate environmental violations: Karpoff et al. (2005) find that firms accused of environmental infractions suffer share price declines, however, such losses of market value […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisitions, Environmental disclosure, Market reaction, Merger litigation, Mergers & acquisitions, Misconduct, Securities litigation, Securities regulation, Shareholder value, Target firms, U.S. federal courts
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Universal Proxies: What Companies Need to Know
Key Points In contested director elections, the binary nature of the current US proxy voting regime requires a choice between either a company’s or an activist’s slate without the ability to “mix and match” among nominees. This regime can impact voting, and thus outcomes, in proxy contests, creating risk that the company might lose its […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director nominations, Proxy advisors, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots
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Clearing the Bar: Shareholder Proposals and Resubmission Thresholds
The shareholder proposal process—when a public investor submits a proposal, the board of directors considers the issue and the company’s shareholders vote on the proposal—is a leading conduit for engagement and dialogue between investors and issuers in the U.S. public capital markets. Between 2011 and 2018, more than 3,600 shareholder proposals went to a vote […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CHOICE Act, Disclosure, ESG, Institutional Investors, Securities regulation, Shareholder proposals, Shareholder voting
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Why Common Ownership Is Not an Antitrust Problem
More than 100 million Americans now hold a stake in a mutual fund, ETF, or closed-end fund. (2018 Investment Company Factbook, at i, 34.) Those funds have an aggregate value of $22 trillion. (Id.) (For simplicity, we refer herein to all of these investments as “mutual funds.”) Because a few families of mutual funds have […]
Click here to read the complete postDefault Activism in the Debt Market
We have recently seen an increase in contentious disputes, some public and many not, between companies and their debt investors. Clashes between borrowers and their lenders are as old as debt itself, but what we are seeing now is something different. In these situations, debt investors are not merely seeking to enforce their contractual entitlement […]
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Posted in Accounting & Disclosure, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Corporate debt, Debt, Debt contracts, Defaults, Greenmail, Shareholder activism, Short sales
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State of Integrated and Sustainability Reporting 2018
Sustainability reporting for large public companies around the world has become the norm. Si2’s research this year (2018) found that 78 percent of the S&P 500 issued a sustainability report for the most recent reporting period, most with environmental and social performance metrics. The rate of sustainability reporting for the world’s largest companies is even […]
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Climate change is accelerating. Since recordkeeping began in 1880, the six warmest years on record for the planet have all occurred since 2010. One estimate suggests that keeping the world below the 2-degree Celsius scenario, a threshold viewed as limiting the likelihood of devastating consequences, will require $12 trillion over the next 25 years. In […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Bonds, Climate change, Debt securities, ESG, Municipal securities, Ownership, Risk, Sustainability
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Virtual Currencies as Commodities?
On September 26, 2018, a US federal court found that virtual currency constitutes a class of items that are commodities under the Commodity Exchange Act (“CEA”) because one member of that class, Bitcoin, is the subject of futures trading. This is the first judicial opinion to directly address the question of whether virtual currencies other than […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bitcoin, Blockchain, CFTC, Commodities, Commodities Exchange Act, Cryptocurrency, Financial technology, Futures, Securities enforcement, Securities regulation
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