-
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
Default 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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Corporate debt, Debt, Debt contracts, Defaults, Greenmail, Shareholder activism, Short sales
Comments Off on Default Activism in the Debt Market
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 […]
Click here to read the complete postFinancing the Response to Climate Change: The Pricing and Ownership of U.S. Green Bonds
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 […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Bonds, Climate change, Debt securities, ESG, Municipal securities, Ownership, Risk, Sustainability
Comments Off on Financing the Response to Climate Change: The Pricing and Ownership of U.S. Green Bonds
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 […]
Click here to read the complete post
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
Comments Off on Virtual Currencies as Commodities?
Common Ownership: Do Institutional Investors Really Promote Anti-Competitive Behavior?
Common ownership, sometimes referred to as horizontal shareholding, is a term that reflects the investment practice of many institutional investors (which we define here to be both asset owners and asset managers) to hold investment positions in more than one company competing in the same sector. Its developing ubiquity stems from the growing share of […]
Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Antitrust, Common ownership, Incentives, Institutional Investors, Long-Term value, Market efficiency, Ownership, Shared ownership, Shareholder rights, Shareholder value
Comments Off on Common Ownership: Do Institutional Investors Really Promote Anti-Competitive Behavior?
2018 Year-End Issues for Audit Committees
In the current year, audit committees have played a vital role in navigating evolving oversight challenges and stakeholder expectations related to a number of developments, including new accounting standards, tax reform implementation, trade policy shifts, technology’s impact on the company’s risk profile and finance function, and regulatory developments concerning cybersecurity disclosures and the auditor’s reporting […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Accounting, Audit committee, Board oversight, Board performance, Boards of Directors, Corporate culture, Disclosure, Financial reporting, Risk management, SEC, Securities regulation, Taxation
Comments Off on 2018 Year-End Issues for Audit Committees
Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee corporate strategy and […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Executive performance, Incentives, Management, Oversight, Risk, Risk management, Shareholder activism, Sustainability
Comments Off on Spotlight on Boards
Online Digital Token Platforms as National Securities Exchanges
Until November 8, 2018, the enforcement actions of the U.S. Securities and Exchange Commission (SEC) in the digital token (aka cryptocurrency) space have primarily focused on the primary issuances of tokens. However, on November 8, 2018, the SEC announced in an order (the “Order”) that it had settled charges against Zachary Coburn, the founder of […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Compliance and disclosure interpretation, Cryptocurrency, Exchange Act, Financial technology, FINRA, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
Comments Off on Online Digital Token Platforms as National Securities Exchanges
PLX, Burden of Proof for Damages, and the Internal Logic of Delaware Law
In his recent PLX decision, Delaware’s Vice-Chancellor (VC) Travis Laster refused to award monetary recovery on the grounds that plaintiffs did not carry their burden of proof on damages. In this short comment, I argue that the burden of proof should not have been on the plaintiffs: once VC Laster found a breach of fiduciary […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Court Cases, HLS Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions
Comments Off on PLX, Burden of Proof for Damages, and the Internal Logic of Delaware Law
Proxy Voting and the Future of Corporations
A significant debate has developed in recent months regarding the purpose and future of corporations, the primacy of shareholder interests, and the role of the regulatory environment. The outcome could have a lasting impact on public companies. A recently released framework for public discussion in the British Academy, “The Future of the Corporation: Towards Humane […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Corporate Social Responsibility, Institutional Investors, Institutional voting, International governance, Long-Term value, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder value, Shareholder voting
Comments Off on Proxy Voting and the Future of Corporations