Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Corporate Culture

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 9, 2021

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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The New DOL Proposal May Change the ESG Game

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 8, 2021

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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Directors’ Fiduciary Duties and Climate Change: Emerging Risks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 8, 2021

As exemplified by the attention paid by the business and investor communities to the COP26 event, the last few years have seen a significant change in the understanding of climate change as a material risk to businesses, with government and capital markets responding. There has also been a notable increase in the number of so-called […]

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Court of Chancery Enforces Advance Notice Bylaw

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 8, 2021

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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Engaging with State Street Global Advisors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 7, 2021

Key Takeaways State Street Global Advisors is evolving its proactive and targeted approach to engagement, prioritizing climate change, human capital management (HCM) and diversity equity and inclusion, and expanding its stewardship team Plans to publish new guidelines on HCM and effective climate transition disclosures, focusing on how companies will achieve their Net Zero commitments and […]

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SPAC Governance: In Need of Judicial Review

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 7, 2021

SPACs have gotten their share of critical attention over the past year, including by us here and here. But there has been little attention paid to the weak corporate governance of many SPACs, and less attention paid to judicial review of alleged breaches of fiduciary duties. We have recently posted a paper on those topics […]

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U.S. Corporate Journey Towards Gender Diversity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 6, 2021

Executive Summary Over the past five years, cultural, legislative, and governance factors have strongly influenced board diversity resulting in an increase of women directors serving on U.S. public company boards. Women now hold 30% of board seats across the S&P 500, relative to 18% held five years ago . This increase should be considered a […]

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Investment Law Scholars’ Amicus Brief in Hughes v. Northwestern University

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 6, 2021

In Hughes v. Northwestern University, the Supreme Court is set to address “Whether allegations that a defined-contribution retirement plan paid or charged its participants fees that substantially exceeded fees for alternative available investment products or services are sufficient to state a claim against plan fiduciaries for breach of the duty of prudence under the Employee […]

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Gensler Signals Greater Scrutiny for the Private Fund Industry

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, December 5, 2021

Chair Gary Gensler signaled once again, and perhaps in the clearest terms to date, his intention to bring greater scrutiny to the private fund industry. During prepared remarks, Chair Gensler indicated that SEC staff are considering changes to practices regarding private fund fees and expenses, side letters, performance metrics, fiduciary duty and conflicts of interest, […]

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SEC’s New Approach to No-Action Requests for Shareholder ESG Proposals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, December 4, 2021

On November 3, 2021, Corp Fin issued new guidance which signals a major shift in the SEC’s approach to no-action requests to exclude shareholder proposals relating to environmental and social (“E&S”) matters. Previously, the SEC allowed a company to exclude a shareholder proposal if the company demonstrated that it did not have social or ethical […]

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