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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Purpose: ESG, CSR, PRI and Sustainable Long-Term Investment
In The New Paradigm for corporate governance and investor stewardship (discussed on the Forum here), I, together with a Wachtell Lipton team, created for the International Business Council of the World Economic Forum, deliberately conflated ESG (environmental, social and governance), CSR (corporate social responsibility), PRI (the UN’s principles for responsible investment) and sustainability because they […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate Social Responsibility, DOL, ERISA, ESG, International governance, Long-Term value, Risk oversight, Stewardship, Sustainability
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Weekly Roundup: April 27-May 3, 2018
The Middle-Market IPO Tax Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Friday, April 27, 2018 Tags: Capital formation, Capital markets, Disclosure, Equity offerings, IPOs, Private firms, SEC, Securities regulation, Small firms, Underpricing, Underwriting Which Antitakover Provisions Matter? Posted by Jonathan M. Karpoff (University of Washington), Robert J. Schonlau (Brigham Young University), and Eric W. Wehrly (Western Washington University), on Saturday, April 28, 2018 […]
Click here to read the complete postThe Supreme Court’s Cyan Decision and What Happens Next
On March 20, 2018, the Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund (“Cyan”), ruling unanimously that, under the Securities Litigation Uniform Standards Act (“SLUSA”), class actions under the Securities Act of 1933 (“’33 Act”) (1) may be brought in state court, and (2) are not removable to federal court. The decision […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Jurisdiction, PSLRA, Securities enforcement, Securities litigation, SLUSA, State law, Supreme Court, U.S. federal courts
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Department of Labor Cautionary Tone on ESG-Related Activities
With shareholder proposals regarding ESG and sustainability matters becoming the most common kind of proposal, proxy advisory firm ISS marketing a new “Environmental & Social QualityScore” product for rating public companies, asset managers developing ESG-related guidelines and voting policies, and significant activist and investor fundraising efforts underway with ESG-linked themes, the U.S. Department of Labor […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Corporate Social Responsibility, DOL, Environmental disclosure, ERISA, ESG, Institutional Investors, Shareholder voting, Sustainability
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Busy Directors and Firm Performance: Evidence from Mergers
In my article, Busy Directors and Firm Performance: Evidence from Mergers, forthcoming in the Journal of Financial Economics, I study directors’ concurrent service on boards of multiple companies. More than 20% of directors in S&P1500 companies hold multiple board seats and nearly 85% of S&P1500 firms share at least one director with other S&P1500 firms. […]
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Posted in Academic Research, Boards of Directors, Mergers & Acquisitions
Tagged Board composition, Board dynamics, Board performance, Boards of Directors, Mergers & acquisitions, Overboarding
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Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards
Shifting demographics in the United States have brought diversity to the forefront of issues on the minds of c-suite executives and corporate boards. As the population of the United States continues to diversify, companies may need to determine ways to gain more diversity of thought, experience, and background in both management as well as the […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, Director qualifications, Diversity
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The Life-Cycle of Dual Class Firms
In our paper, The Life-Cycle of Dual Class Firms, we consider the market valuation of dual class firms over their life cycle. Dual class financing is on the rise in recent years, particularly among high-tech firms, following Google’s seminal 2004 dual-class IPO structure. This financing choice leaves control of the firms in the hands of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, IPOs, Shareholder voting
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Cybersecurity Risk Management Oversight
Companies are facing not only increasing cyber threats but also new laws and regulations for managing and reporting on data security and cybersecurity risks. Boards of directors face an enormous challenge: to oversee how their companies manage cybersecurity risk. As boards tackle this oversight challenge, they have a valuable resource in Certified Public Accountants (CPAs) […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Accounting standards, Audits, Boards of Directors, Cybersecurity, External auditors, Financial reporting, Management, Risk, Risk assessment, Risk management, Risk oversight
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