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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
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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The Push to Net Zero Emissions: Where the Board Comes In
Governments, regulators, shareholders, and others are making advancements in the push to net zero emissions, and they are expecting the same from companies. What do net zero pledges mean for a company and its strategic future? How should boards be thinking about these commitments? What is the board’s role in overseeing those decisions and monitoring […]
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On January 3, 2022, in a case of first impression, the Delaware Court of Chancery examined the viability of fiduciary duty claims against special purpose acquisition company (SPAC) directors in the context of a de-SPAC transaction. Addressing a complaint brought by former stockholders of Churchill Capital Corp. III, a SPAC, alleging that material facts were […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, SPACs
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Statement by Chair Gensler on Money Market Funds, Open-End Bond Funds, and Hedge Funds
Thank you, Secretary Yellen, for focusing the Council’s attention on financial resiliency with regard to three key parts of our capital markets — particularly money market funds, open-end bond funds, and hedge funds. The fund industry gives retail and institutional investors the opportunity to pool their assets, get investment advice, and attain diversification and efficiency. […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bonds, Form PF, Hedge funds, Liquidity, Money market funds, SEC, Securities regulation, Systemic risk
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Navigating a World Where Almost Everyone Is an Activist
In many ways, 2021 was a high-water mark for corporate activism. The levels of traditional shareholder activism rebounded from the lows reached during the early days of the COVID-19 pandemic. M&A activism increased substantially as shareholder activists sought to capitalize on the M&A boom. Large-cap activism returned as activists targeted Fortune 500 CEOs with increasing […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Engine No. 1, ESG, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Stakeholders, Sustainability
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ESG Engagement Success
To communicate your company’s ESG story and achievements while meeting investor expectations, you need effective investor engagement. Whether you’re hosting roadshows, investor days, issue-specific multi-stakeholder discussions or one-on-one engagements with investors or proxy advisors, you need to be transparent, accountable and prepared in order to build credibility with investors and gain support when it comes to […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Engagement, ESG, Institutional Investors, Proxy advisors, Shareholder activism, Shareholder voting, Stakeholders
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How Cyberattacks Target Stakeholders
For businesses hit by ransomware attacks, paying the ransom is often the most practical solution to recovering data and minimizing an extremely stressful situation. However, paying a ransom, which can sometimes range into the millions, is easier said than done. In situations where a ransom isn’t or can’t be paid for a variety of business […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Cryptocurrency, Cybersecurity, Privacy, Ransomware, Risk disclosure, Risk management, Stakeholders
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