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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
Turning Words into Action
BlackRock CEO Larry Fink’s recent annual letter to corporate leaders (discussed on the Forum here) correctly urges companies to contribute to society. At a time when the private sector is being pressed to address major societal issues, his call is especially important. There’s a glaring omission, however: A business cannot begin to evaluate its social […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, BlackRock, Corporate Social Responsibility, Disclosure, Institutional Investors, Political spending, Rent-seeking, Reputation, Shareholder activism, Shareholder proposals, Shareholder voting, Transparency
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The Perils of Small-Minority Controllers
Dropbox filed IPO documents last week, and our analysis of these documents reveals considerable risk that the company’s co-founders would hold lifetime control even if they would retain only a tiny minority of the company’s equity capital. In a study that we just placed on SSRN, The Perils of Small-Minority Controllers, we seek to place […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Empirical Research, HLS Research, Securities Regulation
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Equity capital, Incentives, Investor protection, IPOs, Minority shareholders, Ownership, Ownership structure, Securities regulation, Shareholder rights, Shareholder value, Shareholder voting, Transparency
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The Place of the Trans Union Case in the Development of Delaware Corporate Law
Although it is dangerous to attempt to say anything new about Smith v. Van Gorkom, this article tries to do so in two distinct ways. First, I provide a more comprehensive account of the facts of the case than that recounted by the Delaware Supreme Court. For example, virtually unmentioned in the vast scholarly commentary […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases, Mergers & Acquisitions
Tagged Acquisition agreements, Boards of Directors, Business judgment rule, Buyouts, Delaware law, DGCL Section 102, Director liability, Duty of care, Fiduciary duties, In re Revlon, Liability standards, Merger litigation, Mergers & acquisitions, Smith v. Van Gorkom
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Banks and Labor as Stakeholders: Impact on Economic Performance
Corporate governance is in essence about how various stakeholders exert their influences over firms. In the U.S., corporate governance is currently often characterized as a combination of strong managers, relatively strong creditors, weak owners, and relatively weak workers; in continental Europe, in contrast, it is described as a combination of weak managers, relatively strong creditors […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Deregulation, Europe, Financial institutions, Financial regulation, Human capital, International governance, Labor markets, Stakeholders
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SEC Enforcement Priorities in the Trump Era
The actions that Securities and Exchange Commission (SEC) Chairman Jay Clayton has taken since the start of his tenure in May 2017 provide an indication of SEC priorities, including encouraging initial public offerings (IPOs) and combating abuses in cybersecurity matters. These and other priorities will have a significant impact on the SEC’s regulation and enforcement […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Blockchain, Cryptocurrency, Cybersecurity, Disclosure, Dodd-Frank Act, ICOs, Investor protection, Misconduct, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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Stockholder Agreements
The Delaware Court of Chancery recently issued two important decisions addressing the interpretation and effects of stockholders’ agreements. In Schroeder v. Buhannic, the Court of Chancery refused to interpret a stockholders’ agreement in a manner that would allow a corporation’s common stockholders to remove the chief executive officer. In Southpaw Credit Opportunity Master Fund, L.P. v. Roma Restaurant […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, DGCL, Management, Merger litigation, Mergers & acquisitions, Shareholder voting, Shareholders agreements
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Key Trends in Corporate Incidents
Corporate activities that generate undesirable social or environmental effects are a valuable source of information for investors. Environmental, social and governance (ESG) incidents can reflect gaps in a company’s management systems, vulnerabilities in corporate strategy and lapses in policy development, all of which are relevant to company analysis and evaluation. If policies and programmes are […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Anti-corruption, Corporate Social Responsibility, Environmental disclosure, ESG, FCPA, Oversight, Risk, Risk management, Sustainability
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Public Company Cybersecurity Disclosures
Yesterday [February 20, 2018], the Commission attempted to tackle an increasingly important issue: How should a public company tell its investors about its cybersecurity risks and incidents? Undeniably, the high-profile data losses and security breaches that have occurred across the public and private sectors show that no company or organization is immune from cyberattack. Unfortunately, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Disclosure, Public firms, Public interest, Risk disclosure, Risk management, Securities regulation
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The Supreme Court and the Scope of Whistleblowing Anti-retaliation Protections
Yesterday [February 21, 2018], SCOTUS handed down its decision in Digital Realty v. Somers, a case addressing the split in the circuits regarding the application of the Dodd-Frank whistleblower anti-retaliation protections: do the protections apply regardless of whether the whistleblower blows the whistle all the way to the SEC or just reports internally to the company? […]
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Posted in Accounting & Disclosure, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Dodd-Frank Act, Exchange Act, Misconduct, Rule 21F-2, Sarbanes–Oxley Act, SEC, Securities regulation, Supreme Court, U.S. federal courts, Whistleblowers
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