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

Optimizing The World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 12, 2021

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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M&A/PE Update

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 12, 2021

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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Weekly Roundup: November 5-11, 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 12, 2021

Quantifying the High-Frequency Trading “Arms Race” Posted by Matteo Aquilina (Financial Stability Board and Financial Conduct Authority), Eric Budish (Chicago Booth School of Business and NBER), Peter O’Neill (Financial Conduct Authority), on Friday, November 5, 2021 Tags: Algorithmic trading, Arbitrage, Financial technology, High-frequency trading, Liquidity, Market efficiency Remarks by Chair Gensler at the Securities Enforcement Forum Posted by Gary Gensler, U.S. Securities […]

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Remarks by Chair Gensler At the Institutional Limited Partners Association Summit

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 11, 2021

Thank you. As is customary, I will note that I am not speaking on behalf of the Commission or SEC staff. Today, I’d like to talk about private funds, and the importance of certain of these funds—in particular, private equity and hedge funds—to our capital markets. Why do these funds matter? First, they matter because […]

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Posted in Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , | Comments Off on Remarks by Chair Gensler At the Institutional Limited Partners Association Summit

Statement by Commissioner Crenshaw on DeFi Risks, Regulations, and Opportunities

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 11, 2021

Whether in the news, social media, popular entertainment, and increasingly in people’s portfolios, crypto is now part of the vernacular. But what that term actually encompasses is broad and amorphous and includes everything from tokens, to non-fungible tokens, to Dexes to Decentralized Finance or DeFI. For those readers not already familiar with DeFi, unsurprisingly, definitions […]

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ISS Proposes Benchmark Voting Policy Changes for the 2022 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 11, 2021

Institutional Shareholder Services (ISS) recently released its proposed voting policy changes for the 2022 proxy season and has invited comments from issuers, shareholders and other market participants. The proposed changes focus on climate, board diversity and uneven voting rights in multi-class share structures. Final voting policies are expected to be released shortly following the end […]

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ESG Governance: Board and Management Roles & Responsibilities

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 10, 2021

I. Introduction As with other matters, the role of the board of directors regarding environmental, social, and governance (“ESG”) issues is that of oversight. ESG encompasses a broad set of issues, ranging from human capital and compensation issues, to climate change, deforestation, and water and waste management, to supply chain management. Some of these issues […]

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What Is CEO Overconfidence? Evidence from Executive Assessments

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 10, 2021

“Unskilled and unaware of it.” — Kruger and Dunning (1999) Overconfidence is prevalent among corporate executives, and a number of academic studies have blamed overconfidence for distorting executives’ investment and merger decisions. Traditionally, these studies have measured overconfidence using executives’ personal option holdings, using the so-called Longholder measure that was introduced in a seminal study […]

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Investor Behavior in the 2021 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 10, 2021

Introduction Today, a climate of dynamic, shifting expectations among investors is changing the corporate landscape. Investors are stepping up their engagement and raising their voices through policy and voting as they seek to influence corporate policies, mindsets and activities. In doing so, investors risk confusing companies with a wide range of voices: those looked at […]

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New DOL Proposal on ESG Investing and Fiduciary Exercise of Shareholder Rights

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

On October 14, 2021, the U.S. Department of Labor (the “DOL”) issued a proposed rule (the “Proposed Rule”) clarifying whether investments made by fiduciaries of plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) may take into account environmental, social and governance (“ESG”) concerns in selecting investments and investment courses of action, […]

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