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

The General Counsel View of ESG Risk

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 23, 2021

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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Delaware Supreme Court Eliminates “Dual-Natured” Direct and Derivative Claim

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 23, 2021

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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How Private Equity-Backed Companies Can Move the Needle on Sustainability

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 22, 2021

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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The Effects of Going Public on Firm Performance and Commercialization Strategy: Evidence from International IPOs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 22, 2021

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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SEC Cyber Enforcement Actions: Lessons for Private Fund Managers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 22, 2021

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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Navigating ESG Disclosure Regulation for US Public Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 21, 2021

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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SPACs: Insider IPOs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 21, 2021

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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Revisiting Whistleblower Response Procedures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 21, 2021

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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The Activism Vulnerability Report Q2 2021

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

Market Update The more things change, the more they stay the same. Although COVID-19 remained a global concern, U.S. equity markets continued to push higher in Q2 2021. For the year, the S&P 500 Index is up 18.3%, while the Dow Jones Industrial Average has returned 14.7% and the Nasdaq Composite Index has returned 14.2%. […]

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Investors’ Response to the #MeToo Movement: Does Corporate Culture Matter?

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

Good corporate governance is a bedrock of corporate America, with a central tenet being the board of directors’ role in effectively overseeing and monitoring the firm. Recently, institutional investors have focused on changing board composition. Beginning in 2017, two of the “Big 3” institutional investors, State Street and BlackRock, began an ESG activist campaign for […]

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