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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Regulating Proxy Advisors is Anticompetitive, Counterproductive, and Possibly Unconstitutional
A party line vote in the House of Representatives approved H.R. 4015, titled, with typical Capitol Hill oxymoronic newspeak the “Corporate Governance Reform and Transparency Act of 2017.” said in a statement that while proxy-advisory firms play an important role in advising clients. This bill is not just stupid and completely contrary to its stated […]
Click here to read the complete postWeekly Roundup: February 23–March 1, 2018
The Supreme Court and the Scope of Whistleblowing Anti-retaliation Protections Posted by Cydney Posner, Cooley LLP, on Friday, February 23, 2018 Tags: Disclosure, Dodd-Frank Act, Exchange Act, Misconduct, Rule 21F-2, Sarbanes–Oxley Act, SEC, Securities regulation, Supreme Court, U.S. federal courts, Whistleblowers Public Company Cybersecurity Disclosures Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, February 23, 2018 Tags: Cybersecurity, Disclosure, Public firms, Public interest, Risk disclosure, Risk management, Securities regulation Key Trends […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Boardroom Accountability
Following up on the successful “Boardroom Accountability Project” launched in the fall of 2014 to give investors a meaningful voice in director elections through proxy access, New York City Comptroller Scott M. Stringer and the New York City Pension Funds (the “NYC Funds”) launched the “Boardroom Accountability Project 2.0” in September 2017. The next phase […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Accountability, Board composition, Board independence, Board performance, Boards of Directors, Director nominations, Director qualifications, Disclosure, Diversity, Proxy access, Shareholder nominations
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The New New Regime in Delaware Appraisal Law
A recent spate of appraisal decisions signals that the Delaware courts will be skeptical of claims that the “fair value” of a company’s stock, as determined in a judicial proceeding brought by a dissenter from the merger, will be higher than the price paid in the transaction. To the contrary, in the context of strategic […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fairness review, In re Appraisal of Dell, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions
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The Governance of Foundation-Owned Firms
A number of highly successful companies around the world are owned by foundations. Examples include world-class companies such as Bertelsmann, Heineken, Ikea, Robert Bosch, Rolex, the Tata Group, and Carlsberg. The so-called “industrial foundations” that own them are nonprofit institutions which typically combine business ownership and philanthropy, but give priority to the business goal. Contrary […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Boards of Directors, Controlling shareholders, Corporate forms, Denmark, International governance, Management, Minority shareholders, Nonprofits
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Securities Law in the Sixties: The Supreme Court, the Second Circuit, and the Triumph of Purpose Over Text
Key pillars of modern securities law—insider trading regulation, implied private rights of action, and “federal corporation law”—were born in the 1960s, not as a result of legislative enactment, but rather, judicial pronouncement. In our paper, Securities Law in the Sixties: The Supreme Court, the Second Circuit, and the Triumph of Purpose over Text, we show […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Insider trading, Rule 10b-5, Securities enforcement, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts
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Looking Beyond Sustainability Disclosure
For years, a growing number of institutional investors have pressured companies to disclose more of their ESG practices. Companies are responding, but voluntary disclosure has its limits in providing a full picture of companies’ ESG risks. In 2018, we anticipate that the disclosure movement reaches a tipping point, as investors seek broader data sources that […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Risk management, Sustainability, Transparency
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An Overview of U.S. Shareholder Proposal Filings
The 2018 U.S. proxy season is around the corner, and an early overview of shareholder proposal filings may give us a first taste of what is in store for investors and companies in terms of hot-button issues and overall market dynamics. Based on our analysis of shareholder proposal filings available in ISS’ shareholder filings database, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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Mandatory Arbitration: An Illusory Remedy for Public Company Shareholders
Today [February 24, 2018] is a special day for the Office of the Investor Advocate. I started this job four years ago today, and because I am the first Investor Advocate that is also the day the Office of the Investor Advocate came into existence. During the past four years, through the efforts of the […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Arbitration, Charter & bylaws, Class actions, Institutional Investors, Investor protection, IPOs, Retail investors, Securities Act, Securities litigation, Securities regulation, Settlements, Shareholder rights
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Keeping Shareholders on the Beat: A Call for a Considered Conversation About Mandatory Arbitration
Thank you so much, Gianna [McCarthy], for that very kind introduction. I’m so glad to be back home here in New York. It’s an incredible honor to be speaking after Mayor Bloomberg today [Feb. 26, 2018]. And I’m sure the Mayor will be pleased to know that I plan to return and speak in New […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Arbitration, Capital formation, IPOs, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Shareholder suits
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