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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
Equity Outlook: Get Ready for Another Year of Surprises
Global equities surged in 2021 during a year full of surprises. As the new year begins, perhaps the only sure thing is that there will be more surprises to come in 2022. So how can investors prepare for unexpected developments driven by macroeconomic forces, the pandemic and geopolitical risk? Despite bouts of volatility, the MSCI […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Central banking, Equity securities, Financial regulation, Firm performance, Market conditions, Monetary policy, Securities regulation
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A Director’s Duty of Oversight after Marchand in “Caremark” Case
Fundamental Delaware corporate governance principles provide directors with the ultimate authority to manage corporations. Delaware’s business judgement rule protects directors who exercise that authority in good faith and with reasonable care, from liability, even if with the benefit of hindsight the actions taken resulted in an unfortunate result. This rule encourages directors to operate in […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Business judgment rule, Caremark, Cybersecurity, Delaware cases, Delaware law, Director liability, Liability standards, Securities litigation
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Four Trends Shaping Corporate Governance in 2022
2021 threw companies and their boards curveball after curveball. They started the year on a hopeful note sparked by the COVID-19 vaccine rollout, but ended it in the midst of new outbreaks caused by the Omicron variant. Companies saw energy disruptions and high prices, unprecedented weather events, a SPAC boom and bust, record highs in […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors
Tagged Boards of Directors, Cybersecurity, ESG, Human capital, Institutional Investors, Privacy, Shareholder activism
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Cross-Border M&A: 2022 Checklist for Successful Acquisitions in the U.S.
2021 was the most active year for M&A on record. There can be no other headline for the relentless boom in M&A over the twelve months ended December 31, 2021, during which global M&A volume exceeded $5.8 trillion, the highest annual volume on record. Each of the four quarters of 2021 placed in the top […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, CFIUS, Cross-border transactions, Disclosure, Due diligence, International governance, Mergers & acquisitions, Securities regulation
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Presidential Address: Corporate Finance and Reality
In a traditional corporate finance framework, managers maximize shareholder value, form rational expectations, optimize corporate investment intertemporally, and invest in positive net present value projects, among other things. These principles only partially align with real-world decision-making. This gap between academic research and the practice of finance is reflected in the modest statistical fit of traditional […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Behavioral finance, Capital structure, Decision-making, Forecasting, Management, Managerial style, Overconfidence, Payouts
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Stakeholder Governance and Purpose of the Corporation
BlackRock CEO Larry Fink’s highly regarded annual letter to CEOs highlights stakeholder corporate governance: “In today’s globally interconnected world, a company must create value for and be valued by its full range of stakeholders in order to deliver long-term value for its shareholders. It is through effective stakeholder capitalism that capital is efficiently allocated, companies […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Corporate purpose, ESG, Institutional Investors, Long-Term value, Stakeholders, Sustainability
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Weekly Roundup: January 14–20, 2022
Buyouts: A Primer Posted by Tim Jenkinson (University of Oxford), Hyeik Kim (The Ohio State University), and Michael Weisbach (The Ohio State University), on Friday, January 14, 2022 Tags: Buyouts, Credit supply, Incentives, Institutional Investors, Leveraged acquisitions, Mergers & acquisitions, Shareholder value Preparing for the Shareholder Proposal Season Posted by Marc Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, January 14, 2022 […]
Click here to read the complete postRemarks by Chair Gensler Before the Exchequer Club of Washington, D.C.
Thank you for the kind introduction. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff. I’d like to share with you all that we lost an SEC alum, Robert Birnbaum, this past December. Though I didn’t get to know […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Artificial intelligence, Capital markets, Financial technology, Hedge funds, Institutional Investors, Investor protection, SEC, Securities regulation
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A Hard Look at SPAC Projections
In recent years, the number of special purpose acquisition companies (SPACs) has risen exponentially. Relative to 2010 when SPACs raised $0.1 billion and accounted for 0.3% of IPOs, SPACs in 2020 raised $75.3 billion and accounted for 54.9% of IPOs. In 2021, SPACs more than doubled their 2020 totals, raising in excess of $160 billion. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Accounting, Capital formation, Forecasting, Mergers & acquisitions, SPACs, Special purpose vehicles
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Executive Compensation Considerations for 2022 Annual Meetings
Incorporate Lessons Learned From the 2021 Say-on-Pay Votes and Compensation Disclosures and Prepare for 2022 Pay Ratio Disclosures Companies should consider their recent annual say-on-pay votes and general disclosure best practices when designing their compensation programs and communicating about their compensation programs to shareholders. This year, companies should understand key say-on-pay trends as they addressed […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Clawbacks, Diversity, ESG, Executive Compensation, Incentives, Institutional Investors, Proxy advisors, Say on pay, SEC, Securities regulation, Shareholder voting, Sustainability
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