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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
Team Production Revisited
My article, Team Production Revisited, forthcoming in the Vanderbilt Law Review, reviews and reconsiders Margaret Blair and Lynn Stout’s team production model of corporate law (TPM), offering a favorable evaluation. With the TPM, Blair and Stout set themselves the task of articulating a model of the public corporation that does three things simultaneously. First, the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Accountability, Agency costs, Agency model, Management, Public firms, Shareholder primacy
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Boeing: Rejecting Early Dismissal of Claims Against Directors for Inadequate Risk Oversight
The Boeing Company Derivative Litigation (Sept. 7, 2021) is another in a series of cases in recent years in which the Delaware Court of Chancery has found, in the wake of a “corporate trauma” relating to product safety issues, that the company’s independent directors may have personal liability to the stockholders, under the “Caremark doctrine,” […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Boeing, Delaware cases, Delaware law, Derivative suits, Liability standards, Risk, Risk oversight, Securities litigation
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Sustainability Reporting: A Gap Between Words and Action
Key Takeaways Investor attention on sustainability issues has increased in recent years and shows no sign of abating. While the demand for ESG information is increasing, variation in the quality of data is a major headwind. Of over 7,000 ISS ESG-rated corporate entities, data indicates that the quality of most Sustainability Reporting is suboptimal, leaving […]
Click here to read the complete postThe Capital Structure Puzzle: What are We Missing?
The Holy Grail of corporate finance is a theory that explains the capital structure behavior of real-world firms. It’s been 63 years since Modigliani and Miller’s (1958, MM) landmark paper and we still do not have a model that explains even the broad-brush features of observed capital structures. In this paper, I identify the conceptual […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Capital structure, Cash flows, Corporate debt, Leverage, Liquidity
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Court of Chancery Upholds Enforcement of Advance Notice Bylaw
The Delaware Court of Chancery this week upheld a board’s use of an advance notice bylaw to reject a dissident slate from running a proxy fight. Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021). The case concerns a battle for control of the board of CytoDyn, a pharmaceutical company. Years ago, CytoDyn adopted a customary […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Advanced notice, Board meetings, Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Statement by Commissioners Peirce and Roisman on Staff Report on Equity and Options Market Conditions in Early 2021
Today [October 18, 2021], the staff issued a report on the so called “meme stock” episode that occurred this past January. We would like to thank the staff not only for their hard work on this report, but also for keeping the Commission fully and timely informed during the period of extreme volatility discussed in […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged GameStop, Investor protection, Market conditions, Market efficiency, Short sales
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Expanding Proxy Voting Choice
Our view is the choices we make available to clients should also extend to proxy voting. We believe clients should, where possible, have more choices as to how they participate in voting their index holdings. Beginning in 2022, BlackRock is taking the first in a series of steps to expand the opportunity for clients to […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Index funds, Institutional Investors, Proxy advisors, Proxy voting, Shareholder voting, Stewardship
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Preparing for Potential Updates to HCM & Board Diversity Disclosure Requirements
Recent market and regulatory trends in the U.S. relating to environmental, social and governance (“ESG”) matters have increased the expectation that corporations provide enhanced disclosures with respect to human capital management (“HCM”) and diversity, equity and inclusion (“DEI”). In 2021, in response to new Regulation S-K amendments, companies expanded disclosures related to HCM and DEI […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital
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Are Star Law Firms Also Better Law Firms?
Since 1970, the top 10 plaintiff law firms are associated each year with around a third of all settlements in corporate litigation in the U.S. Despite the economic importance of corporate litigation as a restitution and governance mechanism, and the key role that plaintiff law firms play in its functioning, there is little systematic empirical […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, HLS Research, Securities Litigation & Enforcement
Tagged Agency costs, Information asymmetries, Information environment, Insurance, Securities litigation, Settlements
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