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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
SPAC Mergers, IPOs, and the PSLRA’s Safe Harbor: Unpacking Claims of Regulatory Arbitrage
Merging with a SPAC has become a viable alternative to a traditional IPO as way for private companies to go public. Regulators are concerned. Fueling this concern are recent empirical studies (see here and here) showing outstanding average returns earned by SPAC IPO investors who redeem their shares or sell them on the secondary market […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Forecasting, Investor protection, IPOs, Mergers & acquisitions, PSLRA, Safe harbor, Securities fraud, Securities litigation, Securities regulation, SPACs
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Risks to Those Who Facilitate Ransomware Payments
On November 8, 2021, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) announced that it had designated virtual currency exchange Chatex, and three companies that provided support to Chatex, for facilitating financial transactions for ransomware groups. In the same release, OFAC announced the designation of two individuals, Yaroslav Vasinskyi and Yevgeniy […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bitcoin, Cryptocurrency, Cybersecurity, DOJ, OFAC, Ransomware, Risk, Risk management, Securities enforcement
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Dodge v. Ford: What Happened and Why?
Dodge v. Ford is one corporate law’s iconic decisions, regularly taught in law school and regularly cited as one of corporate law’s core shareholder primacy decisions. Ford Motor slashed its dividend in 1916 and minority stockholders—the Dodge brothers—successfully sued Ford Motor Company for a big dividend payout. Ford had justified skipping the dividend because he […]
Click here to read the complete postCorporate Governance & Executive Compensation Survey 2021
The Survey The Survey consists of a review of key governance characteristics of the Top 100 Companies, including a review of key ESG matters. Board Size and Leadership The average size of the board of the Top 100 Companies has decreased from 12.5 directors in 2015 to 11.6 directors in 2020, and 39 of the […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Compensation disclosure, Compensation ratios, Diversity, ESG, Executive Compensation, Human capital
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Recent Delaware Derivative Stockholder Litigation Developments
This post reviews two recent Delaware Supreme Court opinions that reexamine the standards governing the ability of stockholders to pursue derivative claims in the name of the company against corporate directors and officers, as well as several recent decisions from the Delaware Chancery Court that continue to explore the contours of “Caremark claims” brought against […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cybersecurity, Delaware cases, Delaware law, Derivative suits, DGCL, Director liability, Institutional Investors, Liability standards, Pension funds, Shareholder suits
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The Limits of Portfolio Primacy
According to a theory that is gaining increasing support among academics and market participants (“portfolio primacy theory”), we should expect the “Big Three” (BlackRock, Vanguard, and State Street) and other index fund managers to push companies to reduce their climate externalities and thus mitigate the threat of climate change. In a new paper, The Limits […]
Click here to read the complete postImportant Earnout/Milestone Drafting Points Arising from Recent Pacira and Shire Decisions
Earnout or milestone provisions in a merger agreement provide a framework for additional merger consideration to be paid, after the closing, if specified “milestone” events occur or specified performance targets are achieved post-closing. (We use the terms “earnout” and “milestones” interchangeably in this post.) According to recent studies, earnouts are used in over 60% of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Earnouts, Merger litigation, Mergers & acquisitions, Securities litigation
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ISS Releases Proposed Benchmark Policy Changes for 2022
[On November 4, 2021], ISS released for public comment its proposed benchmark policy changes for 2022. If adopted, the proposed policy changes would apply to shareholder meetings held on or after February 1, 2022. The proposed changes for U.S. companies relate to board diversity, board accountability for unequal voting rights, board accountability for climate disclosure […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Dual-class stock, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Say on climate, Shareholder voting
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Recent Shareholder Activism Trends
After years of growth in shareholder activist activity, the onset of COVID-19 across the world caused a decline in shareholder activism campaigns in the spring and summer of 2020. Economic recovery in the second half of the year coincided with the end-of-year proxy season and gave rise to a renewed appetite for activist campaigns in […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Climate change, Diversity, Environmental disclosure, ESG, Hedge funds, Institutional Investors, Private equity, Say on climate, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Death by Committee? An Analysis of Corporate Board (Sub-) Committees
There is a long history of governance reforms that target corporate boards by mandating specific committee structures and director-type requirement. The Securities and Exchange Commission and the New York Stock Exchange first advocated for separate audit committees following the McKesson & Robbins scandal of 1938 (Birkett, 1986). In the 1970s, in response to widespread bribery […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Securities Regulation
Tagged Board communication, Board dynamics, Boards of Directors, Decision-making, Disclosure, Outside directors, Sarbanes–Oxley Act, Securities regulation, Special committees
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