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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
Corporate Response to the War in Ukraine: Stakeholder Governance or Stakeholder Pressure?
In the aftermath of the Russian invasion of Ukraine on February 24, 2022, hundreds of Western companies have taken the unprecedented step of withdrawing from Russia, going beyond compliance with regulations and sanctions. The corporate reaction to the invasion of Ukraine has been widely understood as “a clear signal that the world is pivoting toward […]
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Posted in Academic Research, Empirical Research, ESG, HLS Research, International Corporate Governance & Regulation
Tagged ESG, International governance, Reputation, Russia, Sanctions, Social media, Stakeholders, Twitter, Ukraine
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Carve-Outs’ Popularity Soars as Businesses Pursue Growth
Carve-out deals, whether conducted through a trade sale, buyout, or IPO, have become a vital tool for businesses to boost balance sheets and deliver shareholder value. This trend has gathered momentum over recent years, with 9,155 carve-outs worth US$2.3 trillion in aggregate announced globally in 2021, according to Dealogic—up 67% in value compared to 2020. So […]
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Posted in ESG, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Carve-outs, Climate change, ESG, International governance, Japan, Mergers & acquisitions, Private equity, UK
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Energy Industry Reacts to SEC Proposed Rules on Climate Change
Gibson Dunn has surveyed the comment letters submitted by public and private energy companies and related industry associations regarding the proposed rules by the Securities and Exchange Commission (the “SEC” or “Commission”) on climate change disclosure requirements for U.S. public companies and foreign private issuers (the “Proposed Rules”). Based on our review of these comment […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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DGCL Amendment Merits Amending Charters and Engagement with Institutional Shareholders
Amendments to the charters of Delaware corporations are advisable as a result of a new amendment, effective August 1, 2022, to the Delaware General Corporation Law (the DGCL) that permits the extension of exculpation rights to executive officers. Delaware law has long permitted a corporation to include a provision in its certificate of incorporation that […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Delaware law, DGCL, Director liability, Institutional Investors, Liability standards, Management, Proxy advisors, Securities litigation, Shareholder suits
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Getting Out the Retail Vote: Targeting Reddit and New Social Tools in Proxy Solicitations
The success of the get-out-the-vote campaigns for Nikola Corporation and Lucid Group shows that shareholder solicitation is not the same in the age of Robinhood and Reddit. Companies are using new communications strategies and channels to find retail shareholders and obtain their critical votes. When faced with opposition from its founder and largest shareholder for […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Engagement, Institutional Investors, Proxy advisors, Proxy voting, Reddit, Robinhood, Shareholder communications, Shareholder voting, Social media, Social networks
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Separating Ownership and Information
Our paper Separating Ownership and Information, forthcoming in the American Economic Review, provides a new perspective on the separation of ownership and control—the fundamental problem in corporate governance according to classical theories (Berle and Means 1932; Jensen and Meckling 1976). We show that the separation of ownership and control is necessary for efficient trade in […]
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Posted in Academic Research
Tagged Control rights, Information asymmetries, Information environment, Inside information, Mergers & acquisitions, Ownership, Takeovers, Tender offer
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Dealing with Activist Hedge Funds and Other Activist Investors
Introduction The SEC rule requiring a universal proxy card in director election proxy fights becomes effective today. The resurgence of activism is already in progress, and the universal proxy card may significantly facilitate some proxy contests in which an activist is seeking to elect one or more directors to a company’s board to replace incumbent(s). […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Proxy contests, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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Universal Proxy Rules: Roadmap for Annual Meetings
The rules adopted by the U.S. Securities and Exchange Commission (the “Commission”) in November 2021 regarding the use of “universal proxy cards” for contested director elections, and certain related matters, are set to take effect for stockholder meetings to be held after August 31, 2022. The core impact of these rules will be that both companies […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots
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Corporate Political Spending and State Tax Policy: Evidence from Citizens United
In January 2010, decades of legal precedent were overturned when the Supreme Court, in Citizens United v. FEC, decided that the government cannot restrict independent political expenditures by corporations, labor unions, and other associations. Critics decried the devastating impacts of independent spending by corporations. For example, the editorial board of the New York Times wrote […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Citizens United v. FEC, Disclosure, Political spending, State law, Taxation
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SEC Climate Disclosure Comments Reveal Diversity of Views
The Securities and Exchange Commission in March published its long-awaited proposed rule requiring U.S.-listed companies and foreign private issuers to provide more in-depth and standardized climate-related information in their registration statements and annual reports. The regulator has received about 11,000 comments on the proposal—far more than usual—and continues to get submissions nearly a month after […]
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