Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

ESG Disclosure in Silicon Valley

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, March 20, 2022

Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG) associated risks and opportunities. Given the broad nature of ESG and the general dearth of reporting mandates, ESG disclosure practices can vary significantly. This […]

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Delaware Court Limits Discovery in Appraisal Action

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, March 20, 2022

The Delaware Court of Chancery recently issued an opinion making a narrow but key distinction in appraisal proceedings: the petitioners’ underlying intent in filing a Section 262 action matters. The court held that petitioners should not be allowed to obtain full discovery where the sole purpose in bringing the appraisal proceeding is to investigate potential […]

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The Evolving Role of ESG Metrics in Executive Compensation Plans

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, March 19, 2022

The broad area of environmental, social, and governance (ESG) issues is undeniably making its way onto corporate boardroom agendas today. Many large institutional shareholders are asking companies to focus more, do more, and disclose more about ESG efforts. In fact, ESG is now the topic most often covered during shareholder engagements that include company directors. […]

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Special Committee Report

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, March 19, 2022

This post surveys corporate transactions announced during the period from July through December 2021 that used special committees to manage conflicts and key Delaware judicial decisions during this period ruling on the effectiveness of such committees. While four of the 12 special committee transactions surveyed in this issue involved the proposed acquisition by a controlling […]

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Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, March 18, 2022

Introduction Overall, securities class action filings dropped in 2021, down 35% from 2020. This decrease is driven largely by a drop in new merger and acquisition class actions. Similarly, the number of securities class actions against non-U.S. issuers dropped significantly from 88 in 2020 to only 42 in 2021. In contrast, as compared to all […]

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The EU Sustainable Corporate Governance Initiative: Where are We and Where are We Headed?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, March 18, 2022

The European Union, frequently seen as the international pace-setter in ESG regulation, is currently making some decisive changes to its regulatory framework. As readers of this Forum will know, the EU had started a sustainable corporate governance initiative back in 2020. This initiative was backed by an Ernst & Young report, called a “study on […]

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Posted in Academic Research, Accounting & Disclosure, ESG, International Corporate Governance & Regulation | Tagged , , , , , , , | Comments Off on The EU Sustainable Corporate Governance Initiative: Where are We and Where are We Headed?

Weekly Roundup: March 11-17, 2022

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, March 18, 2022

Women and M&A Posted by Afra Afsharipour (UC Davis), on Friday, March 11, 2022 Tags: Decision-making, Diversity, ESG, Management, Mergers & acquisitions Remarks by Chair Gensler Before the Investor Advisory Committee Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, March 11, 2022 Tags: Conflicts of interest, Cybersecurity, Disclosure, ESG, Financial technology, Privacy, SEC, SEC rulemaking, Securities regulation The Ongoing Debate at the SEC on Climate Disclosure Rules Posted […]

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Coming to Terms with a Maturing ESG Landscape

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 17, 2022

The momentum and support for environmental, social and governance (ESG) integration into the investment process has reached critical mass. Most companies now recognize the strategic need to have an ESG story, and some are even leveraging ESG leadership as a key differentiator from competitors. Stakeholders may be looking for 2022 to represent the year that […]

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Trading Ahead of Barbarians’ Arrival at the Gate: Insider Trading on Non-Inside Information

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 17, 2022

All major securities markets have developed laws, rules, and systems that regulate trades by insiders and their affiliates who have privileged access to material nonpublic information, and criminalize insider trades that are based on, or misappropriate, such information. While the theory and practice of insider trading law and regulation have evolved over time, the boundary […]

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What Exactly Is an Independent Director?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 17, 2022

Takeaways Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions. No matter how pure a director’s motives, if they are not alert to independence issues, plaintiffs may portray them as compromised, which could jeopardize board actions. Courts are […]

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