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HLS Faculty & Senior Fellows
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
Lazard’s 1Q 2018 Activism Review
Key Observations on the Activist Environment in 1Q 2018 Source: Activist Insight, FactSet and public filings as of 3/31/2018. Note: All data is for campaigns conducted globally by U.S. and European activists at companies with market capitalizations greater than $500 million at time of campaign announcement. 1. Activist activity reached new heights in 1Q 2018 both […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Capital markets, ESG, Europe, Hedge funds, Institutional Investors, Institutional voting, International governance, Mergers & acquisitions, Shareholder activism
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Corporate Culture Risk and the Board
Introduction: “Where was the board?” Recent corporate scandals linked to problematic company cultures have resulted in questions such as “where was the board?” and “shouldn’t the board have known?” In some cases, board members themselves may have wondered why they were not informed of cultural problems and asked, “should we have conducted more due diligence?” […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Risk, Risk management, Risk oversight
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Weekly Roundup: April 13–19, 2018
2018 Proposed Amendments to the Delaware General Corporation Law Posted by John Mark Zeberkiewicz and Stephanie Norman, Richards, Layton & Finger, P.A., on Friday, April 13, 2018 Tags: Appraisal rights, Charter & bylaws, Delaware law, DGCL, DGCL Section 102, DGCL Section 204, DGCL Section 205, DGCL Section 262, Mergers & acquisitions, Shareholder voting, State law Dodd-Frank is a Pigouvian Regulation Posted by Aaron M. Levine (Sullivan & […]
Click here to read the complete postThe Importance of Alleging Control: Between Corwin and MFW
The Delaware Court of Chancery recently held that individual members of Rouse Properties Inc.’s board of directors, who negotiated and approved a merger with the company’s largest stockholder in 2016, were protected under Corwin by the business judgment rule from claims by plaintiff stockholders that the board, allegedly controlled by the stockholder, had breached their […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Corwin, Cross-border transactions, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, REITs
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Measuring Effectiveness: Roadmap to Assessing System-Level and SDG Investing
As responsible investment in its various forms makes increasing inroads into the investment community, the question of how such investors set their goals and measure their progress toward these goals is of ever greater importance. As to their financial goals, the answer is relatively clear: traditional investors integrating environmental, social and governance concerns into the […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Impact investing, Information environment, Sustainability, Transparency
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How Should Financial Regulators Handle the Bitcoin Era?
Financial regulators in the United States and abroad have recently trained their sights on innovations at the intersection of finance and technology. Cryptocurrencies like Bitcoin and Ethereum have come under fire, as have other fintech firms. But despite a flurry of activity and increasing attention to the issue, regulators have struggled to apply old law […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, Bitcoin, Blockchain, Crowdfunding, Cryptocurrency, Financial institutions, Financial regulation, Financial technology, ICOs, SEC, Securities enforcement, Securities regulation, Systemic risk
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HLS Program Seeks Academic Fellows
The Harvard Law School Program on Corporate Governance is seeking applications from highly qualified candidates who are interested in working with the Program, and Program Director Lucian Bebchuk, as Post-Graduate Academic Fellows in the areas of corporate governance and law and finance. Candidates should be interested in spending two to three years at Harvard Law […]
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Posted in Program News & Events
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Ten Crypto-Financing Caveats
Floyd “Money” Mayweather is one of the greatest pound-for-pound boxers in history, while DJ Khaled is a brilliant musical artist and wildly popular Internet phenomenon. The two superstars actually have a lot in common. They are both: astute, accomplished and prosperous entrepreneurs; larger-than-life personas, with tens of millions of online followers and fans; and extraordinary […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Cryptocurrency, Equity offerings, Financial technology, FinCEN, Howey test, ICOs, Money laundering, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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The Investor View on Executive Compensation in 2018
In the first few months of 2018, significant media attention has been focused on new pay-ratio disclosures and how the repeal of the Section 162(m) performance-based compensation tax deductions will impact executive-compensation decisions. But behind the headlines, top of mind for investors voting proxies are perennial and emerging topics such as the alignment of metrics […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Institutional Investors, Say on pay, Section 162(m), Securities regulation
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Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba
It’s easy to throw up your hands at the current state of the law on appraisal rights in Delaware. In a bit more than a decade an appraisal arbitrage industry has emerged—spawned by decisions that shares purchased post record date may be the subject of an appraisal proceeding without proof that they were not voted […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Agency costs, Appraisal rights, Delaware cases, Delaware law, Fair values, Firm valuation, In re Appraisal of Dell, In re Appraisal of DFC Global, Mergers & acquisitions, Shareholder suits, Target firms
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