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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
Successful CFIUS Monitorships
This post describes critical considerations for a successful monitorship of mitigating controls required by the Committee on Foreign Investments in the United States (“CFIUS” or the “Committee”). CFIUS is an interagency US Government committee that reviews Foreign Direct Investment (“FDI”) into the United States to identify and address any consequent national security risks. Growing concern […]
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Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, CFIUS, Cybersecurity, International governance, Oversight, Risk management
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The Virtue of Common Ownership in an Era of Corporate Compliance
“Common ownership” describes a structure in which a small group of large institutional investors—such as BlackRock, Vanguard, State Street Advisors and Fidelity—have significant ownership in horizontal competitors. Between 1980 and 2012 common ownership rates increased dramatically. Since its rise in popularity, common ownership has become the topic of heated debate. A growing body of scholarship […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Common ownership, Compliance & ethics, Index funds, Institutional Investors, Ownership, Risk management, Risk oversight, Securities enforcement, Securities regulation
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Amended Definition of “Smaller Reporting Company”
The pressure has been coming from all directions—the Congress, the Treasury—indeed, there’s been nary an advisory committee that hasn’t weighed in on this topic: time for the SEC to change the definition of “smaller reporting company.” After all, the proposal has just celebrated its second birthday—has it aged like a fine wine or is it […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital formation, Compensation disclosure, Disclosure, Executive Compensation, Financial reporting, Regulation S-K, Securities regulation, Small firms
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The Board’s Role in Corporate Social Purpose
Why social purpose? In a 1970 New York Times article, Milton Friedman proclaimed that the business of business was business, and corporations primarily need to focus on shareholder value. The corporate perspective has evolved significantly since then, though there is ongoing debate as to whether a commitment to social purpose activities detracts from profitability and […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Board leadership, Boards of Directors, Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Oversight, Reputation, Risk management, Shareholder proposals, Shareholder value
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Awaiting Supreme Court Clarification on Fraudulent Scheme Claims
On June 18, 2018, the Supreme Court granted Francis V. Lorenzo’s petition for certiorari in Lorenzo v. S.E.C., No. 17-1077, to decide whether an action that does not meet the requirements for a misstatement claim “can be repackaged and pursued as a fraudulent scheme claim.” The Supreme Court’s decision to review this case implicates the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Janus Capital v. Traders, Liability standards, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Shareholder suits, Supreme Court
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Weekly Roundup: July 13-19, 2018
Further Thoughts on Elon Musk’s Compensation Posted by Joseph Bachelder, McCarter & English LLP, on Friday, July 13, 2018 Tags: Boards of Directors, Delaware law, Elon Musk, Equity-based compensation, Executive Compensation, Management, Securities litigation, Shareholder suits, Tech companies, Tesla State Treasurers’ Opposition Against Forced Arbitration or Class Action Waivers in Shareholder Agreements Posted by John Chiang, California State Treasurer; Michael Frerichs, Illinois State Treasurer; Michael l. […]
Click here to read the complete postShareholder Litigation Involving Acquisition of Public Companies: Review of 2017 M&A Litigation
This post examines litigation challenging M&A deals valued over $100 million announced from 2008 through 2017, filed on behalf of shareholders of publicly traded target companies. These lawsuits usually take the form of class actions filed in either federal or state court. Plaintiffs typically allege that the target’s board of directors violated its fiduciary duties […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Class actions, Delaware cases, Delaware law, Disclosure, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits
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The Preclusive Effect of Demand Futility
In the recent opinion California State Teachers’ Retirement System v. Alvarez (Walmart), the Delaware Supreme Court addressed the preclusive effect of demand futility decisions rendered by one court on derivative litigation pending in another forum. After careful consideration of applicable Arkansas and federal law, the court determined that the Arkansas district court’s ruling—which failed to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Delaware cases, Delaware law, Derivative suits, Discovery, Jurisdiction, Shareholder suits
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FOIA Disclosure of Federal Compliance Documents?
On June 13, 2018, in its latest decision in a long-running litigation, the U.S. District Court for the District of Columbia considered the applicability of certain exemptions under the Freedom of Information Act (“FOIA”) to documents sought by journalists relating to the actions of the independent compliance monitor that Siemens AG was required to retain […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Books and records, Compliance & ethics, Disclosure, DOJ, FCPA, FOIA, International governance, Misconduct, Privacy, U.S. federal courts
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M&A Litigation Developments: Where Do We Go From Here?
Over the last few years, three notable Delaware cases—C&J Energy, Corwin and Trulia—have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust (2014), the Delaware Supreme Court indicated (and the Court of Chancery has generally construed […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Corwin, Delaware cases, Delaware law, Discovery, In re Trulia, Merger litigation, Mergers & acquisitions, Shareholder suits
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