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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
Mergers and Acquisitions: 2022
The year 2021 was a remarkable one on many levels for M&A and the transactional market. While it was, to a significant degree, a continuation of the incredibly strong market that began in the middle of 2020, few predicted such record-breaking activity at the outset of the pandemic just several months earlier. Records were shattered […]
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Posted in ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, Cross-border transactions, ESG, Institutional Investors, Merger litigation, Mergers & acquisitions, Private equity, REITs, SPACs, Special purpose vehicles
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The Win-Win That Wasn’t: Managing to the Stock Market’s Negative Effects on American Workers and Other Corporate Stakeholders
The work of Frank Easterbrook and Dan Fischel influenced a generation or more of corporate law scholars and, perhaps more important, powerful players in American corporate governance like institutional investors and government policy makers. It is impossible to consider the path that American corporate governance has taken without acknowledging the impact of their thinking, and […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, HLS Research
Tagged Corporate purpose, ESG, Externalities, Investor protection, Long-Term value, Market efficiency, Shareholder primacy, Short-termism, Stakeholders
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Proxy Voting Policy for U.S. Portfolio Companies
Introduction The information below, organized according to Vanguard Investment Stewardship’s four principles, is the voting policy adopted by the Board of Trustees for the funds (the “Fund Board”) and describes the general positions of the funds on recurring proxy proposals for U.S.-domiciled companies. It is important to note that proposals often require a facts-and-circumstances analysis […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Board independence, Boards of Directors, ESG, Executive Compensation, Index funds, Institutional Investors, Proxy voting, Shareholder meetings, Shareholder voting, Stakeholders, Virtual meetings
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Annual Review of Shareholder Activism
Observations on the Global Activism Environment in 2021 U.S. Activity Leads Global Market 173 campaigns launched globally in 2021, in line with 2020’s slower pace; capital deployed by activists was also roughly flat Y-o-Y ($42bn vs. $40bn) New campaigns launched in the U.S. increased 14% Y-o-Y, and U.S. activity accounted for 55% of all global […]
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Posted in ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged ESG, Hedge funds, Institutional Investors, Mergers & acquisitions, Proxy voting, Securities regulation, Shareholder activism, SPACs, Universal proxy ballots
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Cybersecurity and Securities Laws
Thank you. It’s good to be with the Annual Securities Regulation Institute. As is customary, I’d like to note that my remarks are my own, and I’m not speaking on behalf of the Commission or SEC staff. As some of you may know, I often like to talk about the founding of our nation’s securities […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cryptocurrency, Cybersecurity, Ransomware, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Regulating Global Stablecoins: A Model-Law Strategy
In Regulating Global Stablecoins: A Model-Law Strategy, I examine the challenges of facilitating “retail” consumer payments by issuing digital currencies—monetary currencies that are evidenced electronically and not in physically tangible form. Two types of retail digital currencies are likely to become feasible in the near future: central bank digital currencies (“CBDC”), which are sponsored by […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Bitcoin, Blockchain, Cryptocurrency, Financial regulation, Financial technology, Stablecoins, Systemic risk
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It’s a New World for CFOs
FTI Consulting’s annual CFO Survey offers insights from business leaders on the challenges they face and their expectations for 2022. The CFO Survey includes organizations across all major industries. Respondents include chief financial officers, financial planning and analysis leaders, finance vice presidents as well as directors, controllers, treasurers and others with financial decision-making roles. FTI […]
Click here to read the complete postA Second Look at SPACs: Is This Time Different?
About a year ago, we wrote a post on this blog, entitled A Sober Look at SPACs, which summarized an article we had written with the same title. Our research showed, among other things, that SPAC shares were highly diluted, that their post-merger performance was quite poor, and that sponsors’ returns were extraordinarily high. We […]
Click here to read the complete postESG and M&A in 2022: From Risk Mitigation to Value Creation
In the past twelve months, ESG investments have hit new records and attracted heightened regulatory focus on disclosure and enforcement. With stakeholder impacts, climate change, biodiversity, human capital management, diversity and inclusion and cybersecurity continuing to be top of mind for investors and regulators alike, this coming year will likely see ESG increasingly influence deal-making. […]
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Posted in ESG, Mergers & Acquisitions, Practitioner Publications
Tagged Engagement, ESG, Institutional Investors, Mergers & acquisitions, Securities regulation, Shareholder activism, Stakeholders, Sustainability
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Proposed Rules on Disclosure of Security-Based Swap Positions
On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed for comment new rules that would require any person or group of persons who owns security-based swap positions that exceed a specified reporting threshold amount to publicly report on a new Schedule 10B the positions and certain related information within one business day following execution […]
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Posted in Accounting & Disclosure, Derivatives, Practitioner Publications, Securities Regulation
Tagged Derivatives, Disclosure, Equity securities, Financial reporting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Swaps
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