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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
Weekly Roundup: January 12–18, 2018
Busy Directors and Shareholder Satisfaction Posted by Wayne R. Guay and Kevin D. Chen (University of Pennsylvania), on Friday, January 12, 2018 Tags: Board composition, Board monitoring, Board performance, Boards of Directors, Director qualifications, Firm performance, Shareholder voting What the New Tax Rules Mean for M&A Posted by Deborah L. Paul, T. Eiko Stange, and Joshua M. Holmes, Wachtell, Lipton, Rosen & Katz, […]
Click here to read the complete postBlackRock Supports Stakeholder Governance
BlackRock CEO, Larry Fink, who has been a leader in shaping corporate governance, has now firmly rejected Milton Friedman’s shareholder-primacy governance and embraced sustainability and stakeholder-focused governance. January 2018 BlackRock letter to CEOs. In our Some Thoughts for Boards of Directors in 2018 (discussed on the Forum here), we noted: The primacy of shareholder value as the exclusive […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Boards of Directors, Corporate Social Responsibility, Engagement, Institutional Investors, Long-Term value, Mutual funds, Shareholder activism, Shareholder value, Short-termism, Stakeholders
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The New Digital Wild West: Regulating the Explosion of Initial Coin Offerings
In 2017, initial coin offerings or ICOs raised a collective $4 billion for blockchain entities. While the rise of bitcoin has brought cryptocurrencies and the blockchain into recent media headlines, you could be forgiven if you are unfamiliar with concept of an ICO, as this funding mechanism only reached mainstream audiences in 2016 with the […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Cryptocurrency, Equity offerings, Equity securities, ICOs, SEC, Securities enforcement, Securities regulation
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A Sense of Purpose
Dear CEO, As BlackRock approaches its 30th anniversary this year, I have had the opportunity to reflect on the most pressing issues facing investors today and how BlackRock must adapt to serve our clients more effectively. It is a great privilege and responsibility to manage the assets clients have entrusted to us, most of which […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, BlackRock, Board composition, Boards of Directors, Corporate Social Responsibility, Diversity, Engagement, ESG, Index funds, Institutional Investors, Long-Term value, Mutual funds, Stewardship
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Remarks at Ceremonial Swearing In of Commissioners Hester M. Peirce and Robert J. Jackson, Jr.
I hope that everyone had a very nice weekend and enjoyed the holiday on which we commemorate the life and contributions of Dr. Martin Luther King, Jr. I note that this August will be the 55th anniversary of Dr. King’s “I Have A Dream” speech here in Washington and April will be the 50th anniversary of his […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Financial regulation, SEC, Securities regulation
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Network Effects in Corporate Governance
Why Does Everyone Incorporate in Delaware? There are two canonical explanations: (1) Legal quality. Firms are influenced by the intrinsic qualities of Delaware’s legal system. By some reasonable measure, its statutes, common law, and expert courts are “the best.” (2) Network effects. Firms are influenced by each other’s corporate governance decisions. Why? Perhaps they interpret […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Boards of Directors, Delaware law, DGCL Section 102, Director liability, Duty of care, Fiduciary duties, Firm performance, Incorporations, Information environment, Peer effects, Public firms, State law
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Changes in ISS 2018 Compensation FAQs
[In December 2017], Institutional Shareholder Services (ISS) released its complete FAQ compensation and equity plan documents along with detailed pay-for-performance mechanics for 2018. While most of the changes were already disclosed by ISS in the 2018 proxy voting updates published in November (see “ISS 2018 policy changes reflect market feedback and draft policy expectations,” Executive Pay […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accounting, Boards of Directors, Equity-based compensation, Executive Compensation, Firm performance, Institutional Investors, ISS, Management, Pay for performance, Performance measures, Proxy advisors, Shareholder voting
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Delaware’s Prudent Approach to the Cleansing Effect of Stockholder Approval
In Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), the Delaware Supreme Court held that a non-controlling stockholder transaction approved by informed, unaffiliated stockholders is protected by the business judgement rule and that any lawsuit challenging such a transaction should be dismissed absent well-pleaded allegations of corporate waste. Recognizing that today’s sophisticated stockholder body can […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Corwin, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting, Tender offer
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2017 Year in Review: Securities Litigation and Regulation
The securities litigation and regulatory landscape in 2017 defies simple categorization. Plaintiffs filed 226 new federal class actions in the first half of 2017, more than double the average rate over the last 20 years, and an additional 99 federal class actions in the third quarter of 2017. In contrast, new SEC enforcement proceedings declined. […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CHOICE Act, Class actions, Corporate fraud, Cryptocurrency, Disgorgement, Dodd-Frank Act, Inside information, Insider trading, Liability standards, Materiality, Misconduct, Morrison v. National Australia Bank Ltd., Omnicare, Salman, SEC, SEC enforcement, Section 10(b), Securities Act, Statute of limitations, Supreme Court, U.S. federal courts, Whistleblowers
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How Transparent are Firms about their Corporate Venture Capital Investments?
Corporate venture capital (CVC) refers to direct minority equity investments made by established, publicly-traded firms in privately-held entrepreneurial ventures. CVC investing differs from pure venture capital investing in that financial returns are not the primary consideration, but rather, strategic gains are often the driving motivation to invest. While established firms in the technology, industrial, and […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Capital allocation, Disclosure, Financial reporting, Innovation, Private equity, R&D, Venture capital firms
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