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

The Capital Structure Puzzle: What are We Missing?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 20, 2021

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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Court of Chancery Upholds Enforcement of Advance Notice Bylaw

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 20, 2021

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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Statement by Commissioners Peirce and Roisman on Staff Report on Equity and Options Market Conditions in Early 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 19, 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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Expanding Proxy Voting Choice

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 19, 2021

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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How to Translate ESG Imperatives into Executive Compensation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 19, 2021

Pressures on corporate boards to address environmental, social, and governance concerns are stronger than ever. The good news is that by investing in these areas even without an immediate commercial payoff, companies can bolster their long-term positions with both the stock market and society. Companies still need to make sure the ESG issues they tackle […]

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Preparing for Potential Updates to HCM & Board Diversity Disclosure Requirements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 18, 2021

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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Are Star Law Firms Also Better Law Firms?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 18, 2021

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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2021 Corporate Governance Trends in the Retail Industry

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 18, 2021

Executive Summary Many investors take into account corporate governance in their investment decisions. Retail companies are generally in-line with the governance norms of companies across the S&P 500, although differences exist in corporate governance trends between brick-and-mortar retail companies and e-commerce retail companies. For example, e-commerce retailers have greater rates of board refreshment and are […]

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SEC Comments on Climate Change Disclosure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 17, 2021

The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to companies regarding their climate-related disclosure, or the absence of climate-related disclosure (the “Sample Letter”). This action is the latest in a series of developments […]

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SEC Enforcement Order Highlights Risks of Data-Based Market Intelligence

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 17, 2021

Data miners and data aggregators should carefully examine their policies and procedures to avoid the inclusion of material nonpublic information (“MNPI”) in analytical products. Consumers of such analyses should avoid trading activities informed by market intelligence that is knowingly based on MNPI. Last week, the SEC announced a $10 million settlement with market data intelligence […]

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