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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
- 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
Beyond the Target: M&A Decisions and Rival Ownership
There has been a long-standing question on why U.S. shareholders remain largely inactive in standing up against acquisitions that destroy shareholder wealth. Although not all acquisitions require the voting approval of shareholders, large shareholders can still exert their influence through other means such as the threat of exit or behind-the-scenes interventions. However, in our recently […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions
Tagged Common ownership, Institutional Investors, Mergers & acquisitions, Peer groups, Shareholder value, Shareholder voting
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Board Oversight of ESG: Preparing for the 2022 Proxy Season and Beyond
Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. We also saw the emergence of ESG-driven withhold campaigns targeting individual directors. This upcoming 2022 […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Institutional Investors, Materiality, SEC, SEC rulemaking, Shareholder voting, Stakeholders, Sustainability
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Recent SEC Enforcement Developments
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This has been a busy month for SEC rulemaking and enforcement alike, and we examine the following questions: What can we glean […]
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Posted in Accounting & Disclosure, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Cybersecurity, Financial reporting, Money laundering, Private funds, Risk management, SEC, SEC enforcement, Securities enforcement, Whistleblowers
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How to Make Your 2022 Climate Resolutions Stick
The novelty of the new year is waning, and many resolutions are already losing steam—or have been abandoned altogether. What have we learnt? That anything worth doing is going to take more than changes in the margins. Resolutions, especially the big ones, tend to fizzle without serious lifestyle changes. A version of this is playing […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Accountability, Boards of Directors, Climate change, Environmental disclosure, ESG, Materiality, Sustainability
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Implications of Lee for a Board’s Decision to Reject a Nomination Notice
In Strategic Investment Opportunities v. Lee Enterprises (Feb. 14, 2022), the Delaware Court of Chancery reviewed the decision by the board of directors of Lee Enterprises, Inc. (“Lee”) to reject the director nominations notice provided by its dissident stockholder Strategic Investment Opportunities LLC (“Opportunities”). Opportunities is an affiliate of hedge fund Alden Global Capital LLC, […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Director nominations, Proxy contests, Securities litigation, Shareholder activism, Shareholder nominations
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Board Leadership and Performance in a Crisis
During the early weeks of the COVID-19 pandemic, we spoke to seasoned board directors and retired CEOs with a track record of navigating crises to identify a set of crisis management lessons for boards. As organizations are now faced with a new geopolitical crisis following Russia’s invasion of Ukraine, many of these crisis management recommendations […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board communication, Board performance, Boards of Directors, Corporate culture, Cybersecurity, Risk, Risk management, Shocks
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The Logic and Limits of the Federal Reserve Act
Over the past fourteen years, the footprint of the Federal Reserve, the U.S. central bank, expanded dramatically. The Fed repeatedly rescued overleveraged financial companies, backstopped foreign financial institutions, and purchased trillions of dollars of mortgage-backed securities. In 2020, it even created a set of novel facilities to assist medium-sized enterprises and municipal governments. In the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Central banking, Federal Reserve, Financial institutions, Financial regulation, Monetary policy, Shadow banking
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Weekly Roundup: March 18-24, 2022
The EU Sustainable Corporate Governance Initiative: Where are We and Where are We Headed? Posted by Wolf-Georg Ringe (University of Hamburg) and Alperen A. Gözlügöl (Leibniz Institute for Financial Research), on Friday, March 18, 2022 Tags: Climate change, Environmental disclosure, ESG, EU, Europe, European Commission, International governance, Sustainability Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers Posted by David H. Kistenbroker, Joni S. […]
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As the world reels from Russia’s assault on Ukraine, whither ESG? Western companies have taken unprecedented steps to exit their interests in Russia. Those who have hesitated have faced significant public pressure to take action and have been hit with severe reputational costs. Meanwhile, the spike in global energy prices has led some to speculate […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged ESG, International governance, Reputation, Russia, Shareholder value, Stakeholders, Ukraine
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Cyber Risk and Voluntary Service Organization Control (SOC) Audits
Modern firms routinely manage their financial reporting systems using third-party cloud computing and other enterprise technologies. This practice, while often facilitating cost reductions and remote work, puts the integrity of the financial statements at risk, especially given the threat of cyberattacks. Indeed, U.S. Federal Reserve Chairman Jerome Powell remarked in April 2021 that “The risk […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Audits, Cybersecurity, Disclosure, Internal control, Risk, Risk disclosure
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