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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
- 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
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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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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