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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: September 17–23, 2021
Why CEO Option Compensation Can be a Bad Option for Shareholders: Evidence from Major Customer Relationships Posted by Claire Liu (University of Sydney), Ronald Masulis (University of New South Wales), and Jared Stanfield (University of Oklahoma), on Friday, September 17, 2021 Tags: Equity-based compensation, Executive Compensation, Firm performance, Risk, Shocks, Stakeholders, Stock options, Tariffs Vermont’s Fossil Fuel Suit Underscores Climate-Change Pressures Faced by U.S. […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Role of the CEO in Mergers and Acquisitions
The last 18 months will likely go down as one of the most disruptive—and likely most difficult—periods leaders will face in their careers. Yet despite all the challenges this year, there are signs of an improving economy. Unemployment numbers are decreasing after a substantial increase earlier this year. Many companies are increasing output. And mergers […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Human capital, Management, Managerial style, Mergers & acquisitions
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The General Counsel View of ESG Risk
We recently published a paper on SSRN, The General Counsel View of ESG Risk, that examines the view that general counsel and senior in-house counsel have of ESG. ESG—Environmental, Social, and Governance matters—have become a central focus of governance practitioners in recent years. This trend, however, has not come without controversy and confusion, including the […]
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Posted in Academic Research, Accounting & Disclosure, ESG
Tagged Accountability, Environmental disclosure, ESG, General counsel, Inside counsel, Risk, Risk oversight
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Delaware Supreme Court Eliminates “Dual-Natured” Direct and Derivative Claim
In a carefully reasoned decision, the Delaware Supreme Court this week overruled a 15-year precedent that had permitted minority stockholders to pursue classically derivative dilution claims directly against controlling stockholders. Brookfield Asset Management, Inc. v. Rosson, No. 406, 2020 (Del. Sept. 20, 2021). The case concerned a private placement of TerraForm Power’s common stock to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Minority shareholders, Securities litigation, Shareholder suits
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How Private Equity-Backed Companies Can Move the Needle on Sustainability
Sustainability commitments at the private equity firm level are not translating into portfolio company businesses Private equity firms are making highly visible commitments to address the challenge of sustainability. Market-leading firms, such as The Carlyle Group, EQT, and TPG Capital, now produce sustainability reports and have dedicated executives overseeing sustainability initiatives and embedding sustainability throughout […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Private Equity
Tagged Climate change, ESG, Human capital, Institutional Investors, Management, Private equity, Sustainability
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The Effects of Going Public on Firm Performance and Commercialization Strategy: Evidence from International IPOs
Going public is a key decision for many firms. Whether or not going public is good for firms has been called into question by authors and the press who have written that firms after they go public may be myopic as the public markets may cause firms to suboptimally focus on the short-term at the […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Capital formation, International governance, IPOs, Profitability, Public firms
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SEC Cyber Enforcement Actions: Lessons for Private Fund Managers
On August 30, 2021, the Securities and Exchange Commission announced three enforcement actions against registered investment advisers for alleged cybersecurity failures involving cloud-based email systems. All three actions (which were settled) imposed six-figure penalties on the advisers, despite the Staff’s acknowledgement that none of the actions resulted in any unauthorized trades or fund transfers to […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Private funds, Risk, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Navigating ESG Disclosure Regulation for US Public Companies
Companies traditionally communicate their sustainability activities to stakeholders through large, comprehensive reports, often running more than 100 pages, that go by a number of different names: Corporate Social Responsibility (CSR), Environmental, Social & Governance (ESG), or Sustainability. Almost all S&P 500 companies issue these reports, indicating that sustainability storytelling is now mainstream and expected of […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Materiality, Stakeholders, Sustainability
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SPACs: Insider IPOs
A special purpose acquisition company (SPAC) is an organizational form that allows a group of managers to raise cash via an initial public offering (IPO) in order to acquire a privately held firm. The SPAC organizers hold the cash raised from the IPO in a trust account, invested in government-backed securities. The acquisition, termed the […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Capital formation, Empty voting, Hedge funds, Institutional Investors, IPOs, Liquidity, Mergers & acquisitions, Shareholder voting, SPACs, Special purpose vehicles
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Revisiting Whistleblower Response Procedures
Over the years, we have repeatedly underscored that effective implementation of well-designed procedures for responding to corporate crises, including for properly addressing whistleblower reports, is critically important in light of increased governmental enforcement activity and the value of securing credit for cooperation and remediation efforts. In yet another reminder of why such preparation is so […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Audits, Internal control, Misconduct, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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