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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
Statement by Chair Gensler on Cybersecurity Reforms in the Investment Management Industry
Today [Feb. 9, 2022], the Commission is considering a set of comprehensive reforms to improve cybersecurity risk management for registered investment advisers, registered investment companies, and business development companies. I am pleased to support this proposal because, if adopted, it would improve advisers’ and funds’ cybersecurity risk management and incident reporting. The SEC plays a […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Investment advisers, Risk, Risk disclosure, SEC, Securities regulation
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Investors Press for Progress on ESG Matters
Takeaways The SEC plans to propose an array of new disclosure requirements relating to ESG matters. A record number of shareholder proposals involving environmental and social issues won majority support in 2021. Institutional investors will vote against directors where companies have not met certain minimum director diversity goals or made certain ESG disclosures. Investors are […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board oversight, Boards of Directors, Climate change, Diversity, ESG, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Stakeholders, Sustainability
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Delaware’s Copycat: Can Delaware Corporate Law Be Emulated?
Delaware’s famous corporate law and its highly respected specialized Court of Chancery attract entrepreneurs from all over the world, who choose the state as their locus of incorporation and litigation forum, and global investors who choose Delaware law as the law governing their corporate investments and mergers and acquisitions (M&A). The accepted wisdom is that […]
Click here to read the complete postPrivate Equity: 2021 Year in Review and 2022 Outlook
Private equity dealmaking reached historic heights in 2021. Building on a strong rebound in the second half of 2020, private equity set new annual records in global deal volume and transaction value. With private equity funds sitting on an estimated $2.3 trillion of dry powder and prominent firms raising funds of unprecedented size, capital supply […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Antitrust, Disclosure, ESG, Mergers & acquisitions, Private equity, SPACs, Taxation
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Why the Corporation Locks in Financial Capital but the Partnership Does Not
Each partner in an at-will partnership can obtain a cash payout of his interest at any time. The corporation, by contrast, locks in shareholder capital, denying general payout rights to shareholders unless the charter states otherwise. What explains this difference? In a paper recently published in the Vanderbilt Law Review, I argue that partner payout […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Control rights, Corporate forms, Freezeouts, Partnerships, Payouts
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Three Questions Compensation Committees Should Ask About ESG
The environmental, social, and governance (ESG) drumbeat has been loud in compensation committee settings as an increasing number of institutional investors have expressed an interest in seeing issuers adopt ESG-related incentives. This trend raises pressing questions for compensation committees: What (if any) role should ESG play in their companies’ compensation plans, and if used, how […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Diversity, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures
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2021 Corporate Governance Practices: A Comparison of Large Public Companies and Silicon Valley Companies
Corporate governance practices vary significantly among public companies. This reflects many factors, including: Differences in their stage of development, including the relative importance placed on various business objectives (for example, focus on growth and scaling operations may be given more importance); Differences in the investor base for different types of companies; Differences in expectations of […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, Classified boards, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Surveys, Tech companies
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Activism Landscape Continues To Evolve
Takeaways ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist firms to adopt private equity-like approaches, offering to buy the targets of their campaigns. The impact of shifts in voting regulations and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged ESG, Index funds, Institutional Investors, Mergers & acquisitions, Shareholder activism, Shareholder voting, SPACs, Universal proxy ballots
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Why Piketty’s Plea to Limit Shareholder Power Won’t Reduce Inequality
The famed French economist Thomas Piketty is out with yet another book, this time examining polarization in modern democracies (Political Cleavages and Social Inequalities, Harvard University Press 2022). The vast amount of data collected shows that identity wars are not inevitable, he argues, as long as ambitious redistribution policies are put in place. Piketty himself […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG, Institutional Investors
Tagged ESG, Institutional Investors, Long-Term value, Shareholder primacy, Shareholder voting, Short-termism, Stakeholders, Sustainability, Thomas Piketty
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M&A Predictions for 2022
As the 2022 pipeline continues to flow, here’s a quick preview of where the tensions, action and hot spots will be in M&A this year, together with explanations of why this will be the case. Regulatory covenant litigation. Case law on the enforceability of “hell or high water” and other regulatory covenants is sparse. The […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Covenants, International governance, Merger litigation, Mergers & acquisitions, Securities regulation, SPACs, Special purpose vehicles
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