-
Supported By:
Subscribe or Follow
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
Tax Cuts and Shareholder Activism
The Tax Cuts and Jobs Act (the “Act”) was intended principally to simplify the tax code, reduce individual and corporate tax rates, and allow for the repatriation of cash held overseas at a discounted tax rate. But, as with any sweeping legislation, the Act will have numerous unintended consequences as well. Though all the effects […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Engagement, Institutional Investors, Long-Term value, Mutual funds, Pension funds, Shareholder activism, Stewardship, Tax Cuts and Jobs Act, Taxation
Comments Off on Tax Cuts and Shareholder Activism
The Cost of Turning a Blind Eye
This paper considers the ramifications of the Delaware Supreme Court’s December 2017 Dell appraisal decision within the context of Delaware’s more sweeping clampdown on shareholder litigation protections in recent years, beginning with Corwin in 2015. In addition to lower deal premia and higher agency costs, the primary effects of Delaware’s post-2015 effort to dull shareholder […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Executive Compensation, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Corwin, Delaware articles, Delaware cases, Delaware law, Executive Compensation, Fairness review, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits
Comments Off on The Cost of Turning a Blind Eye
Sexual Harassment in Today’s Workplace
In recent months, sexual harassment allegations against well-known figures across a growing number of industries have become a common feature in news headlines. In the wake of these allegations, many companies have concluded that their current policies and procedures related to sexual harassment and discrimination are inadequate. Against the backdrop of this rapidly evolving landscape, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accountability, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Misconduct, Reputation, Risk, Risk management, Whistleblowers
Comments Off on Sexual Harassment in Today’s Workplace
Firm Level Decisions in Response to the Crisis: Shareholders vs. Other Stakeholders
One of the interesting features of the 2008 financial crisis is the wide range of relationships between changes in a country’s output and changes in unemployment. Spain and Ireland had very large increases in unemployment despite quite different falls in output. This is perhaps not very surprising because both had significant construction industries that were […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Crisis, International Corporate Governance & Regulation
Tagged Fiduciary duties, Financial crisis, France, Germany, International governance, Japan, Labor markets, Okun's law, Shareholder primacy, Shocks, UK
Comments Off on Firm Level Decisions in Response to the Crisis: Shareholders vs. Other Stakeholders
Freedom of Contract in LLCs
On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders that collectively held a majority of the membership units in Trumpet and, under the governing operating agreement (“OA”), had the power to […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Contracts, Corporate forms, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits
Comments Off on Freedom of Contract in LLCs
Rethinking Corporate Law During a Financial Crisis
After each financial crisis, policy and academic discussions debate what went wrong with the law of financial regulation and how the law can be improved to prevent future crises. For instance, the Panic of 1907 prompted the establishment of the Federal Reserve (the “Fed”) as the lender of last resort. In response to the banking […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Appraisal rights, Banks, Corporate forms, Fiduciary duties, Financial crisis, Financial institutions, Financial regulation, Mergers & acquisitions, Shareholder primacy, Shareholder voting
Comments Off on Rethinking Corporate Law During a Financial Crisis
Key Governance Issues—Ways for the Future
In early November 2017, a group of senior representatives from leading investors, large companies, academia and regulators met for a roundtable symposium under Chatham House Rules to discuss particularly timely issues for the future of corporate governance. The three introductory presentations of the moderators and the main results of the engaged discussions are set out […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation
Tagged Blockchain, Board communication, Board independence, Boards of Directors, Compensation disclosure, Fund managers, Institutional Investors, International governance, Ownership, Proxy materials, Proxy voting, Say on pay, Securities regulation, Shareholder voting
Comments Off on Key Governance Issues—Ways for the Future
UN Investor Summit Highlights
Every two years, investors, executives and industry leaders gather at the United Nations for a unique summit on the state of climate risks and opportunities in the capital markets. This year’s convening of the UN Investor Summit on Climate Risk in late January took place in a dramatically different environment than the last meeting in […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, International governance, Long-Term value, Risk management, SASB, Sustainability, United Nations
Comments Off on UN Investor Summit Highlights
Limited Liability and the Known Unknown
Limited liability is a double-edged sword. On the one hand, limited liability may help overcome investors’ risk aversion and facilitate capital formation and economic growth. On the other hand, limited liability is widely believed to contribute to excessive risk taking and externalization of losses to the public. Limited liability cannot eliminate risk. Limited liability can […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Corporate Social Responsibility, Information asymmetries, Information environment, Liability standards, Peer groups, Public interest, Risk, Risk management, Taxation, Transparency
Comments Off on Limited Liability and the Known Unknown