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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
Just Say No? Shareholder Voting on Securities Class Actions
When a publicly-traded company releases misleading information that distorts the price of the company’s stock, investors who purchase at the inflated price suffer harm from the misleading information when it is corrected. Under Rule 10b-5 of the Securities Exchange Act of 1934, investors may bring a private cause of action against corporations and their officers […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement
Tagged Class actions, Institutional Investors, PSLRA, Rule 10b-5, Securities fraud, Securities litigation, Shareholder voting
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Sustainability Impact in Investor Decision-Making
In A Legal Framework for Impact: Sustainability Impact in Investor Decision-making, published by Freshfields Bruckhaus Deringer LLP in July for the United Nations Environment Programme Finance Initiative, the UN PRI and the Generation Foundation, we look at the adoption of positive sustainability outcomes as goals of institutional investment management and how far the law supports […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Decision-making, ESG, Institutional Investors, Long-Term value, Shareholder value, Stakeholders, Sustainability
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Banking-Crisis Interventions, 1257-2019
Banking crises are pervasive. Even mature economies with stable governments cannot escape them. These crises are costly for economies, for public trust, and for political stability. These social costs motivate government action, but what form should that action take? What kinds of interventions work? How exactly should they be structured and sequenced? To answer these […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Failed banks, Financial institutions, Financial regulation, Risk management, Systemic risk
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Mega-Cap and Large-Cap Consumer Companies Vary in Adoption of Governance Practices
Executive Summary Within the consumer industry, mega-cap (>$70B market cap) and large-cap ($20B to $45B market cap) companies show varying degrees of conformity in corporate governance practices. Notably, slight differences between mega-cap and large-cap consumer companies exist regarding board composition, committee structure, diversity, shareholder rights, shareholder composition and corporate disclosures. In regard to board composition, […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Boards of Directors, Director qualifications, Diversity, ESG, Management, Shareholder proposals, Shareholder voting
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2022 Proxy and Annual Report Season
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the company’s investors. Advance planning, careful drafting and multi-faceted review greatly contribute to a successful proxy and annual report season, […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Diversity, ESG, Human capital, Institutional Investors, Proxy advisors, Proxy season, Proxy voting, Securities regulation, Shareholder proposals, Virtual meetings
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Should SPAC Forecasts be Sacked?
Since 2020, the number of initial public offerings (IPOs) by Special Purpose Acquisition Companies (SPACs) has outpaced the number of traditional IPOs. SPACs are blank-check companies that raise capital from investors with the intent of finding a private target to merge with, effectively taking it public through a process known as a de-SPAC merger. For […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Forecasting, Investor protection, IPOs, Merger litigation, Mergers & acquisitions, PSLRA, Retail investors, Safe harbor, Securities litigation, Securities regulation, SPACs
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Crisis Management in the Era of “No Normal”
One common definition of a corporate crisis is an unplanned event that directs a significant amount of management’s attention away from its ordinary business. But that assumes an ordinary baseline exists. While people are hoping for a “new normal,” corporations may need to prepare for an era of “no normal,” reflecting the ever-evolving health impact […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, COVID-19, ESG, Management, Risk, Risk management, Risk oversight, Shocks, Succession
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Questions to Ask Before Forming a New Board Committee
It’s clear that corporate boards have a lot on their plate. From climate change to cybercrime, there is no shortage of emerging risks that demand directors’ attention. How can boards best oversee these matters while balancing existing obligations? Could a new committee be the solution? How you answer that question depends on your own company […]
Click here to read the complete postNew York Court on the Enforcement of Federal Forum Provision
In the wake of the Supreme Court’s holding in Cyan, Inc. v. Beaver County Employees Retirement Fund, which held that state courts have concurrent jurisdiction over claims brought under the Securities Act of 1933 (the “Securities Act”), many corporations began adopting a federal forum provision (“FFP”) in their charters, requiring Securities Act claims to be […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Forum selection, Jurisdiction, New York, Securities Act, Securities litigation, State law
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Data Governance Tips for Companies Following SEC’s In re App Annie
Case Overview [The Sept. 14, 2021] U.S. Securities and Exchange Commission enforcement cease-and-desist order (Order) In re App Annie Inc., out of the SEC’s San Francisco Regional Office, underscores the importance of taking meaningful steps to implement and abide by written policies on corporate data management and protection. The Order resolved fraud allegations that App Annie, an […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Confidentiality, Cybersecurity, Disclosure, Privacy, SEC, SEC enforcement, Securities enforcement, Securities regulation
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