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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
Enterprise Liability and the Organization of Production Across Countries
Parent corporations often externalize the risk of tort liability through legally separate subsidiaries. For instance, utility companies in the US often create separate limited liability subsidiaries for each nuclear plant they own, arguably to protect the parent company from liabilities in case of accidents. Manville, a global leader in the manufacture of asbestos-containing products, separately […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Capital allocation, Corporate liability, Corporate veil, Decision-making, Incentives, Incorporations, International governance, Liability standards, Risk management, Risk-taking, Subsidiaries
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Appointments Clause & SEC Administrative Judges
On June 21, 2018, the Supreme Court resolved a circuit split concerning the constitutionality of the U.S. Securities and Exchange Commission’s (“SEC”) administrative law judges (“ALJs”). In Lucia v. Securities and Exchange Commission, — U.S. —, 2018 U.S. LEXIS 3836 (June 21, 2018), the Court held that SEC ALJs are “officers of the United States,” […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts
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Creditor Control Rights and Board Independence
After a loan covenant violation, creditors can use the threat of accelerating loan payments and/or terminating credit agreements to extract concessions from borrowers in exchange for contract renegotiation. In practice, creditors rarely need to carry out such threats; most covenant violations lead to contract renegotiation. However, covenant violations enhance creditors’ bargaining position in renegotiations and […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board composition, Board independence, Boards of Directors, Capital formation, Contracts, Control rights, Covenants, Debt contracts, Debtor-creditor law, Equity offerings
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Legal and Practical Limits on Indemnification and Advancement in Delaware Corporate Entities
Directors and officers of Delaware corporations generally expect that the company will provide them with indemnification and advancement in corporate lawsuits. Indemnification is where the company reimburses the director or officer for the attorneys’ fees and costs, and potentially judgments, incurred in connection with claims arising out of the director’s or officer’s service to the […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Corporate forms, D&O insurance, Delaware cases, Delaware law, Derivative suits, DGCL, Indemnification, Liability standards, Mergers & acquisitions, Securities litigation, Shareholder suits
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Passive Mutual Funds and ETFs: Performance and Comparison
Over 25% of the assets held by investment companies are held in the form of passive index funds and passive exchange traded funds. Furthermore, many indexes are followed by multiple passive funds. Empirical evidence shows that active funds underperform indexes by about 75 basis points. Given these facts, it is important for investors to understand […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Exchange-traded funds, Fund performance, Index funds, Mutual funds
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Fiduciary Duties of Buy-Side Directors: Recent Lessons Learned
Significant acquisitions always present risks to the acquiring entity and its stockholders. These risks may arise from, among other things, integration challenges or failing to identify operational problems or liabilities during due diligence that adversely affect the price paid to the sellers. Nevertheless, in the context of an acquisition—even a significant, “bet the company” transaction—the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Mergers & acquisitions, Shareholder suits
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ESG and Sustainability: The Board’s Role
In light of evolving—and sometimes actively debated—perspectives on the role of public companies with respect to sustainability, corporate social responsibility and other ESG matters (e.g., Barron’s recent report on Sustainable Investing), we are providing a high-level overview of how boards of directors and senior management teams may wish to approach these issues: Be aware that […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Shareholder activism, Shareholder proposals, Sustainability
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Weekly Roundup: June 22-28, 2018
A Public Option for Bank Accounts (or Central Banking for All) Posted by Morgan Ricks (Vanderbilt University), John Crawford (University of California), and Lev Menand, on Friday, June 22, 2018 Tags: Banks, Capital markets, Central banking, Federal Reserve, Financial institutions, Financial regulation, Public interest Gender Quotas on California Boards Posted by Ron Berenblat, Andrew Freedman, and Steve Wolosky, Olshan Frome Wolosky LLP, on Friday, […]
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