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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Asking the Right Question: The Statutory Right of Appraisal and Efficient Markets
Appraisal proceedings drag financial economics from the classroom into the courtroom. In Delaware, by statute, shareholders are “entitled to an appraisal by the Court of Chancery of the fair value” of their shares. Del. Code. Ann. tit. 8, § 262 (a) (2018). In that proceeding, courts are required to take into account “all relevant factors.” […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Accounting, Acquisition agreements, Appraisal rights, Arbitrage, Bidders, Fair values, Market efficiency, Merger litigation, Mergers & acquisitions, Shareholder suits, Target firms
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Investment Bank Liability for M&A Services
Introduction To err is human but there is often no divine or other forgiveness for investment banks in Delaware litigation when their misconduct rises to the level of aiding and abetting the board’s breach of fiduciary duty to its shareholders. In this article, we consider recent Delaware case law on investment banker liability that has […]
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Posted in Banking & Financial Institutions, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, Boards of Directors, Delaware articles, Delaware law, Fiduciary duties, Financial institutions, Investment banking, Liability standards, Merger litigation, Mergers & acquisitions
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The Limits of Mutual Fund Obligation to Shareholders
In a victory for the mutual fund industry, a federal district court in New York rejected the attempt of fund shareholders to assert a breach of contract claim against the fund for a purported violation of an investment policy contained in part of the fund’s prospectus. In doing so, Judge George B. Daniels of the […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Contracts, Disclosure, Mutual funds, Securities litigation, Securities regulation, Shareholder suits, U.S. federal courts
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Decoding Quant ESG
Interest in ESG investing has exploded in recent years. However, despite increased demand for this type of strategy, asset owners still have many questions regarding ESG and best practices for constructing optimal investment portfolios. These questions include: What exactly is ESG investing? Do I sacrifice alpha if I invest in ESG portfolios? How does quant […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Asset management, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Impact investing, Investment banking, Profitability, Risk, Shareholder value, Sustainability
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Emerging Practice in Long-Term Plans
Executive Summary The information asymmetry between corporations and investors is particularly severe regarding long-term strategic plans: existing market infrastructure for disclosure is very short-term focused and underserves sources of long-term value creation. The CEO-delivered long-term plan gives corporations an opportunity to reorient disclosures to the long-term. The Strategic Investor Initiative provides comprehensive guidance to CEOs […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Capital allocation, Disclosure, Engagement, ESG, Human capital, Information asymmetries, Information environment, Long-Term value, Management, Risk management, Shareholder value, Short-termism, Stakeholders
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Weekly Roundup: November 2-8, 2018
Comment Letter in Advance of SEC Staff Roundtable on the Proxy Process Posted by Bernard S. Sharfman, Main Street Investors Coalition Advisory Council, on Friday, November 2, 2018 Tags: Boards of Directors, Index funds, Institutional Investors, institutional Shareholder Services Inc., Proxy access, Proxy advisors, SEC, Securities regulation, Shareholder voting, Stewardship Petition to NYSE on Multiclass Sunset Provisions Posted by Ken Bertsch, Amy Borrus, and Jeff Mahoney, […]
Click here to read the complete postMandating Women on Boards: Evidence from the United States
On September 30, 2018, California enacted Senate Bill 826 mandating that all publicly-traded companies headquartered in the state to have at least one female director by the end of 2019. The law further requires that by year-end 2021, all firms have at least one female director if the board has four members or fewer, two […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Securities Regulation
Tagged Board composition, Board performance, Boards of Directors, California, Director qualifications, Diversity, Securities regulation, Shareholder value, State law
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Synutra—A Practical Application of MFW or a Free Look for Controlling Stockholders?
In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in an opinion by Chief Justice Strine held, among other things, that the deferential business judgment review applied to the merger because the […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware cases, Delaware law, Fairness review, Going private, Merger litigation, Mergers & acquisitions, MFW, Minority shareholders, Schedule 13D
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The Future of the Corporation
A project of the British Academy—“The Future of the Corporation” reached a major milestone on November 1, 2018 with the public discussion of a framework and supporting papers. The project is led by Oxford Prof. Colin Mayer. In his framework, Prof. Mayer puts forth a radical reinterpretation of the nature of the corporation that focuses on […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, Disclosure, ESG, International governance, Long-Term value, Shareholder primacy, Shareholder value, Short-termism, Sustainability
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