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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Weekly Roundup: October 22–28, 2021
First Legal Challenge to California’s Board Gender Diversity Statute Heads to Trial Posted by Cydney Posner, Cooley LLP, on Friday, October 22, 2021 Tags: Board composition, Boards of Directors, California, Diversity, ESG, Securities litigation, State law U.S. DOL Proposes ESG-Related Updates to the ERISA Investment Duties Regulation Posted by Heather L. Coleman, Eric M. Diamond, and Marc Treviño, Sullivan & Cromwell LLP, on Friday, […]
Click here to read the complete postRaiders and Activists
We have long been advising and defending companies attacked or threatened by raiders and activists seeking to profit by bust-up takeover, greenmail extortion or increase in stock price by financial engineering and excess leverage. Those attacks and pressures have often involved reducing wages and/or firing employees, cutting CAPEX and compromising the long-term outlook, competitiveness and […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Shareholder activism, Short-termism, Takeover defenses, Takeovers, Target firms
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A Test of Stakeholder Governance
In our paper, A Test of Stakeholder Capitalism, we argue that companies turn to stakeholders to obtain more information about how to deal with looming risks. Many corporate choices affect stakeholders, whose reaction, if assessed beforehand, can help the company in its decisionmaking. When management realizes that stakeholder feedback can help it prepare a more […]
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Posted in Academic Research, Boards of Directors, ESG
Tagged Boards of Directors, Corporate purpose, ESG, Shareholder primacy, Stakeholders, Sustainability
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Books and Records Demands
The right of stockholders to seek corporate books and records is a well-established feature of corporate law in Delaware, where most big American companies are incorporated. But the number of statutory records demands has spiked in recent years, and the scope of the requests has broadened, as Delaware courts have limited companies’ defenses and taken […]
Click here to read the complete postThe New Landscape of Human Capital Metrics
Intuitively, many companies understand the importance of strategically investing in their employees. Past academic research has found employees contribute materially to the long-term value creation of a corporation. For instance, the “100 Best Companies to Work in America” had significantly higher stock returns than industry averages. Higher firm investment in intangible assets is associated with […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation ratios, Disclosure, ESG, Human capital, Institutional Investors, Regulation S-K, SEC, Securities regulation
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Taking Corwin Seriously
Friendly sales of control are a well-known breeding ground for corporate agency costs. Managers, for instance, might be tempted to push through a transaction with a favored bidder instead of exploring an overture organized by a party against whom they hold a grudge. Or they might offer the buyer a sweetheart deal with the anticipation […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Corwin, Delaware articles, Delaware cases, Delaware law, Hedge funds, Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder voting, Takeovers
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Delaware Supreme Court Clarifies the Standards for Demand Futility
A pair of opinions released by the Delaware Supreme Court in a single week have revisited longstanding precedent governing shareholder suits that claim corporate wrongdoing. As discussed in a companion post on this blog, the first of those opinions, Brookfield Asset Management Inc. v. Rosson, restricted the ability of shareholders to bring direct claims under […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Demand futility, Dual-class stock, Facebook, Pension funds, Securities litigation, Shareholder suits
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Climate Stewardship
Voting Record Our Voting Record on Climate Related Shareholder Proposals for 2ºC Scenario Proposals Our voting on climate change is typically prompted by shareholder proposals. However, we may also take voting action against directors even in the absence of shareholder proposals for unaddressed concerns pertaining to climate change. The number of climate-related proposals on company […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Asset management, Climate change, Engagement, ESG, Index funds, Institutional Investors, Stewardship, Sustainability
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Climate in the Boardroom 2021
In 2021 proxy voting by the largest asset managers remained wholly insufficient to the scale and urgency of the climate crisis, according to a new report by Majority Action. Following years of accountability efforts from clients, fellow shareholders, and climate advocates, substantial progress has been made in asset manager support for climate-related shareholder proposals. Despite this, benchmarking […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Climate change, Environmental disclosure, ESG, Institutional Investors, Say on climate, Sustainability
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Direct vs. Derivative Standing
Every once in a while, a court admits it made a mistake. And, in even rarer circumstances, that admission comes from a court as prominent as the Supreme Court of Delaware. But that’s exactly what happened last week in Brookfield Asset Management, Inc. v. Rosson, in which Delaware’s highest court overruled its own 2006 holding […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Capital structure, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Securities litigation, Shareholder suits, Standing
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