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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
Delaware’s Voluntary Sustainability Certification Law
On June 27, 2018, Delaware Governor John Carney signed legislation enacting the Delaware Certification of Adoption of Transparency and Sustainability Standards Act (the “Act”), which will become effective on October 1, 2018. The Act, which is the first of its kind, represents Delaware’s initiative to support sustainability practices by providing Delaware-governed entities a platform for […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Delaware law, Disclosure, Environmental disclosure, ESG, Sustainability, Voluntary Disclosure
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An Empirical Comparison of Insider Trading Enforcement in Canada and the US
Canadian and American securities market regulators have differing approaches to enforcement. Canadian securities law is largely driven by provincial or territorial legislation and implemented by the jurisdiction’s respective securities commissions. In contrast, the American development of securities law is driven by the federal Securities and Exchange Commission (SEC), with state regulators taking a secondary role. […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Canada, Insider trading, International governance, SEC, SEC enforcement, Securities enforcement
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State Treasurers’ Opposition Against Forced Arbitration or Class Action Waivers in Shareholder Agreements
Dear Chairman Clayton: As a bipartisan coalition of State Treasurers from across the country, we recognize the dire fiscal matters that face our nation and understand the pitfalls that imperil the financial security of American investors. As institutional investors ourselves, we observe the critical importance of rigorous enforcement of the state and federal securities laws. […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Arbitration, Class actions, Institutional Investors, Investor protection, Pension funds, Public finance, SEC, Shareholder rights, Transparency
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Further Thoughts on Elon Musk’s Compensation
Our previous post reported on the $2.6 billion stock option granted earlier this year by Tesla, Inc. (Tesla) to its Chairman and CEO, Elon Musk, representing 12 percent of Tesla shares outstanding on the option grant date (the “Musk Option”). Mr. Musk is one of the founders of Tesla, as described in Tesla’s proxy statements. This […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware law, Elon Musk, Equity-based compensation, Executive Compensation, Management, Securities litigation, Shareholder suits, Tech companies, Tesla
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Weekly Roundup: July 6-12, 2018
Special Purpose Acquisition Companies: An Introduction Posted by Ramey Layne and Brenda Lenahan, Vinson & Elkins LLP, on Friday, July 6, 2018 Tags: Acquisition agreements, Acquisitions, Capital structure, Corporate forms, Disclosure, Form 8-K, IPOs, Mergers & acquisitions, Securities regulation, Special purpose vehicles Metamorphosis: Digital Assets and the U.S. Securities Laws Posted by Robert Crea, Anthony Nolan, Eden Rohrer, K&L Gates LLP, on Saturday, July 7, 2018 Tags: Bitcoin, Blockchain, CFTC, Cryptocurrency, ICOs, Jurisdiction, No-action letters, Rule […]
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July 6, 2018 The Honorable Michael Crapo Chairman Committee on Banking, Housing and Urban Affairs United States Senate Washington, D.C. 20510 The Honorable Sherrod Brown Ranking Member Committee on Banking, Housing and Urban Affairs United States Senate Washington, D.C. 20510 Dear Chairman Crapo and Ranking Member Brown: Thank you for holding the hearing on June […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Boards of Directors, Corporate Governance Reform and Transparency Act, Disclosure, Institutional Investors, Proxy advisors, Proxy voting, Securities regulation, Shareholder voting, US Senate
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Investing for Impact
Investing in the twenty first century is increasingly influenced by the mantra of “doing well by doing good”—the idea that investors can beat the market by targeting socially valuable businesses. Attractive as it may sound, opportunities for “doing well by doing good” must be limited or else businesses would not need special cajoling to allocate […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research
Tagged Benefit corporation, Capital formation, Corporate Social Responsibility, ESG, Reputation, Social capital, Sustainability
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Testing the Limits of Morrison
On June 19, 2018, the Court of Appeals for the Second Circuit in Giunta v. Dingman, No. 17-1375-cv, 2018 WL 3028686 (2d Cir. Jun. 19, 2018), reversed and vacated the dismissal of Plaintiffs’ securities fraud complaint concerning a Bahamian resident and his Bahamian company, Out West Hospitality Ltd. (OWH), holding that there were sufficient allegations […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cross-border transactions, Morrison v. National Australia Bank Ltd., Section 10(b), Securities enforcement, Securities fraud
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Mutual Fund Transparency and Corporate Myopia
Considerable anecdotal and large-sample evidence suggests that pressure from institutional investors to report superior short-run financial performance can hinder investment in innovative projects that hurt short-term profits but generate value in the long run. But what incentivizes institutional investors to place excessive focus on short-run results? In Mutual Fund Transparency and Corporate Myopia (Review of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Fund managers, Incentives, Innovation, Institutional Investors, Long-Term value, Mutual funds, Shareholder value, Short-termism, Transparency
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A Fresh Look at Board Committees
In this age of innovation and transformation, today’s board members face increasingly complex challenges in overseeing corporate culture, strategy and risk oversight. The digital revolution has facilitated radical changes in business models and made cybersecurity a strategic business imperative. Intangible assets have become a primary driver of long-term value, making the talent agenda mission-critical. Companies […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Audit committee, Banks, Boards of Directors, Compensation committees, Cybersecurity, Financial institutions, Management, Nominating committees, Oversight, Risk oversight
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