-
Supported By:
Subscribe or Follow
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
M&A/PE Quarterly
Notwithstanding Record M&A Deal Activity, Significant Drop-off in Deal Values in Recent Months While global deal activity measured by number of deals has remained at record or near-record levels throughout 2021, average deal value has declined steeply over the second half. Average deal value fell to $109.5M in October 2021, from a high of $187M […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Antitrust, Boeing, Merger litigation, Mergers & acquisitions, Private equity, SEC, Securities regulation, Shareholder activism, SPACs
Comments Off on M&A/PE Quarterly
Climate, Diversity and Control: 2022 ISS Proxy Voting Guidelines
Institutional Shareholder Services (“ISS”) released its policy updates and voting guidelines for shareholder meetings beginning in 2022. Unsurprisingly, much of the focus continues to be on responding to investor views on climate and diversity initiatives and certain governance considerations such as unequal voting structures. Below, we outline the key changes to ISS’ voting guidelines that […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Say on climate, Shareholder activism, Shareholder voting, Sustainability
Comments Off on Climate, Diversity and Control: 2022 ISS Proxy Voting Guidelines
Analysis of Proxy Advisors’ Recommendations During the 2021 Proxy Season
Introduction For nearly a decade, the U.S. Securities and Exchange Commission (SEC) has examined and considered various regulatory reforms around the widespread use and influence of proxy advisors, third-party arbiters whom institutional investors often rely on to determine how to exercise their voting authority amid the thousands of votes they cast each proxy season. Responding […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Shareholder voting
Comments Off on Analysis of Proxy Advisors’ Recommendations During the 2021 Proxy Season
Board Memo 2022: Sustainability and Beyond
As 2022 approaches, companies are confronting an ever-expanding list of internal and external pressures on their business from a strategic, operational, governance, stakeholder and regulatory perspective. Well-advised boards of directors and management teams will need to prepare for and navigate traditional as well as evolving areas of focus in order to successfully execute on the […]
Click here to read the complete postBuyouts: A Primer
This paper provides an introduction to buyouts and the academic literature about them. Buyouts are initiated by “buyout funds”, which are limited partnerships raised from mostly institutional investors. Buyout funds have grown substantially and currently raise more than $400 billion annually in capital commitments. The funds earn returns for their investors by improving the operations […]
Click here to read the complete post
Posted in Academic Research, Institutional Investors, Mergers & Acquisitions
Tagged Buyouts, Credit supply, Incentives, Institutional Investors, Leveraged acquisitions, Mergers & acquisitions, Shareholder value
Comments Off on Buyouts: A Primer
Weekly Roundup: January 7–13, 2022
Insider Giving Posted by Nejat Seyhun (University of Michigan), on Friday, January 7, 2022 Tags: Charitable spending, Information asymmetries, Inside information, Insider trading, Misconduct, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation Vanguard’s Expectations for Companies with Significant Coal Exposure Posted by John Galloway, Vanguard, on Friday, January 7, 2022 Tags: Boards of Directors, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Risk management, Say on climate, Stewardship, Sustainability New Rules for Mandatory Trading Suspension […]
Click here to read the complete postFinancing Year in Review: A Robust Recovery
Booming debt markets throughout 2021 helped drive a record-breaking year of deal-making activity. Borrowers across industries, geographies and credit ratings maintained access to financing on historically attractive terms. We mark the New Year by looking at developments driven by the roaring debt markets, and considering what lies ahead as the calendar turns. The Financing Markets […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Covenants, Cryptocurrency, Debt, Debt contracts, Financial institutions, Financial regulation, Leveraged acquisitions, LIBOR
Comments Off on Financing Year in Review: A Robust Recovery
Corporate Purpose and Stakeholder Fairness Through the Lens of Behavioral Economics: Legal Implications
“ESG” (the acronym for “Environmental, Social and Governance”) is a term that either inspires a transformative feeling of hope or a cynical roll of the eyes. For some, ESG, and similar concepts including “stakeholder governance” or “stakeholder capitalism”, is merely an “illusory promise” that will ultimately harm stakeholder groups rather than help safeguard their interests […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility, ESG, Institutional Investors
Tagged Business Roundtable, Corporate purpose, Corporate Social Responsibility, ESG, Institutional Investors, Shareholder primacy, Stakeholders
Comments Off on Corporate Purpose and Stakeholder Fairness Through the Lens of Behavioral Economics: Legal Implications