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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
Damages Awards Based on Controller’s Reliance on Outside Counsel’s Legal Opinion
In Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP (Nov. 12, 2021), the Delaware Court of Chancery ordered the general partner (the “General Partner”) of Boardwalk Pipeline Partners (the “Partnership”) to pay the former limited partners $690 million in damages (plus pre- and post-judgment interest, and costs) in connection with the General Partner’s $1.56 […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, Securities litigation
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SPACs Face Legislative Scrutiny
Two pieces of legislation aimed at imposing additional regulations on special purpose acquisition companies (“SPACs”) were recently introduced in the US House of Representatives. H.R. 5910, the “Holding SPACs Accountable Act of 2021,” sponsored by Rep. Michael San Nicolas (D-GU), and H.R. 5913, the “Protecting Investors from Excessive SPACs Fees Act of 2021,” sponsored by […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, IPOs, Mergers & acquisitions, Risk disclosure, Safe harbor, Securities regulation, SPACs, Special purpose vehicles
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Remarks by Chair Gensler Before the Healthy Markets Association Conference
Thank you for the kind introduction, Ty [Gellasch]. It’s great to be with the Healthy Markets Association. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow Commissioners or the staff. I’d like to start by discussing an overarching principle I consider […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Investor protection, IPOs, Mergers & acquisitions, Securities enforcement, Securities regulation, SPACs, Special purpose vehicles
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No More Old Boys’ Club: Institutional Investors’ Fiduciary Duty to Advance Board Gender Diversity
State Street Global Advisors (“SSGA”), one of Wall Street’s “Big Three” asset managers, has very recently been featured in the news for adopting a new policy where its recruiters will need to seek a diversity panel’s approval if they want to hire a white male management candidate over a woman or an ethnic minority. SSGA […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, ESG
Tagged Board composition, Boards of Directors, Director qualifications, Disclosure, Diversity, ESG, Fiduciary duties, Institutional Investors
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Weekly Roundup: December 3–9, 2021
Revisiting the SEC’s Proxy Advisor Rule Posted by Paul Rose and Christopher J. Walker (The Ohio State University), on Friday, December 3, 2021 Tags: Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC enforcement, Securities enforcement, Securities regulation Statement by Chair Gensler on Holding Foreign Companies Accountable Act Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, December 3, 2021 Tags: Accounting standards, Foreign issuers, Holding […]
Click here to read the complete postWhat 2022 Has in Store for Finance Professionals
Key Takeaways 2022 will be marked by far-reaching regulatory developments and voluntary commitments in the finance sector. The current focus on Net Zero commitments will extend to include consideration of biodiversity risks. The market will see an ever-widening range of new ESG strategies and approaches, will broaden geographically and thematically, and see new participants helping […]
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Posted in Banking & Financial Institutions, ESG, Financial Regulation, Institutional Investors, Practitioner Publications
Tagged Banks, Engagement, Environmental disclosure, ESG, Financial institutions, Financial regulation, Index funds, Institutional Investors, Stewardship
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Corporate Culture
Research in finance and economics on corporate culture is at an exciting stage. As we describe in our survey on Corporate Culture, we are on the precipice of a new paradigm in the study of corporations. While futuristic visions of a workplace once seemed far-fetched, leaders foresee an immersive, hybrid world where social interaction, commerce […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Behavioral finance, Compliance & ethics, Corporate culture, Diversity, Incentives, Management, Mergers & acquisitions, Reputation, Risk-taking, Stakeholders
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The New DOL Proposal May Change the ESG Game
On October 13, the Department of Labor (DOL) issued a proposal that would roll back some of the environmental, social and governance (ESG) investing rules that were finalized by the Trump administration at the end of 2020. The Trump administration rules caused uncertainty regarding fiduciaries’ ability to use ESG funds in the retirement plans that […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged DOL, ERISA, ESG, Index funds, Institutional Investors, Retirement plans, Securities regulation
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Court of Chancery Enforces Advance Notice Bylaw
On October 13, 2021, Vice Chancellor Joseph R. Slights III issued a post-trial decision affirming the CytoDyn Inc. board of directors’ decision to reject a stockholder nomination of directors for failure to supply information required by the company’s advance notice bylaw. This is the first decision from a Delaware court addressing informational deficiencies in such a nomination […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Conflicts of interest, Contracts, Delaware cases, Delaware law, Proxy contests, Securities litigation, Shareholder activism, Shareholder nominations, Shareholder voting
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