-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Weekly Roundup: May 11-17, 2018
Rethinking Successor Criminal Liability, for the First Time Posted by Mihailis Diamantis (University of Iowa), on Friday, May 11, 2018 Tags: Compliance and disclosure interpretation, Corporate crime, Corporate liability, Incentives, Liability standards, Management, Mergers & acquisitions, Misconduct, Public enforcement, Spinoffs, Succession The Investor Stewardship Group’s Governance Principles Posted by Anne Meyer, Don Cassidy, and Rajeev Kumar, Georgeson LLC, on Friday, May 11, 2018 Tags: Accountability, Board communication, Boards of Directors, Corporate Social […]
Click here to read the complete postFailure to Disclose a Cybersecurity Breach
On April 24, 2018, Altaba, formerly known as Yahoo, entered into a settlement with the Securities and Exchange Commission (the “SEC”), pursuant to which Altaba agreed to pay $35 million to resolve allegations that Yahoo violated federal securities laws in connection with the disclosure of the 2014 data breach of its user database. The case […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cybersecurity, Disclosure, Risk disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
Comments Off on Failure to Disclose a Cybersecurity Breach
Do Institutional Investors Drive Corporate Social Responsibility? International Evidence
In making investment decisions, shareholders today are asked to assess, and can easily track, not only measures of a firm’s financial performance, but also metrics covering a firm’s environmental and social (E&S) performance—two components of corporate social responsibility. Yet, whether E&S performance is beneficial to the average shareholder remains controversial. In our article, we take […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate culture, Corporate Social Responsibility, ESG, Firm performance, Institutional Investors, International governance, Netherlands, Ownership, Public interest
Comments Off on Do Institutional Investors Drive Corporate Social Responsibility? International Evidence
The Unresolved Quandary of Disclosure of Executive Illness
Since at least the mid-1990s the question of disclosure by public companies about the health of their executives has been the subject of scholarly commentary and the business press. Interest in this issue was revived with the recent death of the CEO of CSX Corporation, Hunter Harrison. He joined CSX in March 2017. Press reports […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Class actions, Corporate liability, Disclosure, Fraud-on-the-Market, Management, Manager characteristics, Market reaction, Materiality, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
Comments Off on The Unresolved Quandary of Disclosure of Executive Illness
An Early Look at US 2018 Proxy Season Trends
The U.S. proxy season is in full swing, with about 4,000 general meetings (or approximately 60% of annual meeting volume covered by ISS research) taking place in the months of April, May, and June. As we reach the end of April, investors are making voting decisions about the highest volume of meetings, which take place […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Executive Compensation, Institutional Investors, Proxy disclosure, Proxy season, Section 162(m), Shareholder meetings, Shareholder voting, Virtual meetings
Comments Off on An Early Look at US 2018 Proxy Season Trends
Delaware’s Unwarranted Assumption in DCF Pricing
Every valuator’s kit bag includes income-based approaches such as discounted cash flow or the direct capitalization of earnings, by which to determine fair value or value using other standards. Delaware fair value proceedings have predominantly adopted the erroneous assumption that capital expenditures should equal the sum of depreciation and amortization in determining terminal value. The […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Empirical Research, Mergers & Acquisitions
Tagged Appraisal rights, Capital allocation, Capital expenditures, Cash flows, Delaware law, Fair values, Firm valuation, Mergers & acquisitions, U.S. federal courts
Comments Off on Delaware’s Unwarranted Assumption in DCF Pricing
Discovery Trends in Litigation Finance Arrangements
The last few years have seen a sharp rise in the use of third party litigation funding for plaintiffs and their counsel. That trend has given rise to questions as to these arrangements, including their legality, practicality, terms, and—importantly for investors wishing to remain behind the scenes—the extent to which the arrangements must be disclosed. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Disclosure, Discovery, New York, Securities litigation, State law
Comments Off on Discovery Trends in Litigation Finance Arrangements
Upcoming Uptick in Bank M&A Activity?
On March 14, 2018, the U.S. Senate approved the Economic Growth, Regulatory Relief and Consumer Protection Act, a bipartisan bill that would repeal or modify certain provisions of the Dodd-Frank Act and eliminate or ease a number of regulatory burdens on superregional, regional and large community banks. Under the act, which was adopted in 2010, […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial regulation, Liquidity, Mergers & acquisitions, SIFIs, Stress tests
Comments Off on Upcoming Uptick in Bank M&A Activity?
The Demand Review Committee: How it Works, and How it Could Work Better
In Delaware, stockholder derivative litigation follows a familiar path. The plaintiff files a complaint, alleging that demand is futile. The defendants move to dismiss under Court of Chancery Rule 23.1, arguing that the plaintiff failed to make a demand on the board of directors to bring the suit on behalf of the corporation. The motion […]
Click here to read the complete post
CII Comment Letter to MSCI On Unequal Voting Structures
May 9, 2018 MSCI Equity Index Committee 7 World Trade Center 250 Greenwich Street New York, NY 10007 Dear Members of the MSCI Equity Index Committee: I am writing in response to MSCI’s Consultation on the Treatment of Unequal Voting Structures in the MSCI Equity Indexes (Expanded Consultation), which generally contemplates incorporating the proportion of […]
Click here to read the complete post