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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
DOJ Announces Revisions Strengthening Corporate Criminal Enforcement Policies
On October 28, 2021, as part of her Keynote Address at the ABA’s 36th National Institute on White Collar Crime, Deputy Attorney General Lisa O. Monaco announced the administration’s first significant changes to the DOJ’s policies on corporate criminal enforcement. The announcement was accompanied by the release of a DOJ memorandum from Deputy Attorney General […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, DOJ, FCPA, Misconduct, Securities enforcement
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Of Owners and Ownership
Public ownership of shares is, in many ways, the essence of modern capitalism — which, along with the rule of law, has been responsible for the spectacular growth in global living standards over the past 200 years. Today, public ownership of shares is under significant pressure on a number of fronts. A diminishing pool of […]
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Posted in Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate Social Responsibility, ESG, Incentives, Institutional Investors, Management, Ownership, Shareholder activism, Shareholder value, Stakeholders
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Does Regulatory Cooperation Help Integrate Equity Markets?
The Achilles’ heel of global markets is that no single regulator has the authority to unilaterally investigate or enforce compliance with securities laws. For regulators, the only way to restore access to information and reestablish capacities that have been severed by jurisdictional boundaries is through assistance from foreign counterparts. Even when two countries individually possess […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, Compliance and disclosure interpretation, Cross-border transactions, International governance, Legal systems, Securities regulation
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Investment Management Regulatory Update
Rules and regulations SEC proposes to enhance proxy voting disclosure by investment funds and require disclosure of “say-on-pay” votes for institutional investment managers The proposed amendments to Form N-PX would enhance the information investment funds report about their proxy votes. The proposed amendments also would require institutional investment managers to disclose how they voted on […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Exchange-traded funds, Institutional Investors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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FSOC Issues Report Declaring Climate Change as Emerging Threat to U.S. Financial Stability
On October 21, 2021, the Financial Stability Oversight Council (“FSOC”), established in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act to respond to emerging threats to the stability of the U.S. financial system, released a Report on Climate-Related Financial Risk (the “Report”). The Report was published in response to President Biden’s Executive […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, FSOC, Risk, Risk disclosure, Sustainability, Systemic risk
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Renren Settlement Highlights Increased Risk of U.S. Derivative Litigation Concerning Foreign Private Issuers
Renren, Inc. (“Renren”), a NYSE-listed Chinese company incorporated in the Cayman Islands, recently settled a shareholder derivative litigation in New York state court for at least $300 million. According to the complaint, Renren, which initially positioned itself as the “Facebook of China,” invested its 2011 NYSE IPO proceeds towards a number of ventures and became […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged China, Derivative suits, Foreign firms, Foreign issuers, International governance, Minority shareholders, New York, Securities litigation, Settlements, Shareholder suits
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2021 U.S. Board Index
The 2021 U.S. Spencer Stuart Board Index finds boards responding to a growing chorus of calls for enhanced boardroom diversity, with men from historically underrepresented racial and ethnic communities and women comprising 72% of directors joining S&P 500 boards in the past year. But boardroom turnover remains persistently low, with new independent directors once again […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, Director compensation, Diversity, ESG, Surveys
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Roundup of Director Overboarding Policies
As public company board service has become increasingly imperative and time-consuming, proxy advisory firms and institutional investors have sharpened their focus on directors who serve on an excessive number of boards. Overboarding concerns have become a key driver for recommendations or votes against director elections in recent years. For example, in its latest investment stewardship […]
Click here to read the complete postOptimizing The World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead
In our article, Optimizing The World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead, we look back at a 2001 article (Function Over Form: A Reassessment of Standards of Review in Delaware Corporation Law) in which two of us, with important input from the other, argued that in addressing issues like hostile takeovers, assertive […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research, Securities Litigation & Enforcement
Tagged Books and records, Charter & bylaws, Delaware cases, Delaware law, Derivative suits, DGCL, Securities litigation, Shareholder suits
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M&A/PE Update
Court Finds No “Material Adverse Effect” from Drastic Reduction in Medicare Reimbursement Rate for Company’s Sole Product—Bardy v. Hill-Rom In Bardy Diagnostics, Inc. v. Hill-Rom, Inc. (July 9, 2021), the Delaware Court of Chancery found that a more than 50% reduction in the Medicare reimbursement rate payable for the target company’s sole product did not […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Antitrust, Appraisal rights, Delaware cases, Delaware law, FTC, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Termination
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