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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
ESG Trends and Hot Topics
Key Developments Hot topics in ESG for directors and executives to consider: Regulators and investors are focused on ESG-related disclosure requirements, particularly on climate change and board and workforce diversity. Requirements are likely to be extended to US public companies and US investment funds, as well as private companies and subsidiaries operating in the EU […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Asset management, Derivative suits, ESG, EU, Europe, Financial institutions, Institutional Investors, International governance, Shareholder activism, Sustainability, UK
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When the Local Newspaper Leaves Town: The Effects of Local Newspaper Closures on Corporate Misconduct
Is the local press an effective monitor of corporate misconduct? Examining this question is important as over the last two decades the circulation of local newspapers in the United States has decreased by nearly 50% according to the Pew Research Center. A concern is that less local news results in less local accountability and investigative […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Accountability, Corporate fraud, Misconduct, Oversight, Reputation, Securities enforcement, Securities fraud
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Delaware Court Rejects Buyer’s Claim of an MAE
On July 9, 2021, Vice Chancellor Slights of the Delaware Court of Chancery, in Bardy Diagnostics, Inc. v Hill-Rom, Inc. (Del. Ch. July 9, 2021), ordered specific performance to compel Hill-Rom, Inc. (“Hillrom”), a publicly held, global medical technology company, to close the acquisition of Bardy Diagnostics, Inc. (“Bardy”), a medical device startup, upon finding […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions
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More Myths from Lucian Bebchuk
Two years ago, the Business Roundtable (BRT) issued a “Statement on the Purpose of a Corporation,” signed by the CEOs of 184 major U.S. corporations, that rejected shareholder primacy, declared “a fundamental commitment to all [corporate] stakeholders” and linked corporate purpose to advancing and protecting the interests not just of shareholders, but of all corporate […]
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Evaluating leaders and managers is a central concern for companies and their boards. A critical question is how CEOs differ from other top managers. There is much anecdotal evidence and many studies of specific companies and individual leaders, but there is very little systematic evidence about what CEOs look like, how they differ from other […]
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Posted in Academic Research, Empirical Research
Tagged Human capital, Management, Manager characteristics, Managerial style
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SEC Steps Back from Two 2020 Amendments to the Whistleblower Rules
The SEC’s whistleblower program provides for awards in amounts between 10% and 30% of the monetary sanctions collected in an SEC action based on the whistleblower’s original information. The program, which has been in place for more than ten years, is widely acknowledged to have been a resounding success. In September 2020, the SEC adopted […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Proxy advisors, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Whistleblowers
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The Board’s Role in Sustainable Leadership
Sustainability—both social and environmental—has quickly risen to the top of corporate agendas in recent years. This is in part because of the growing evidence that sustainable practices result in improved financial performance, and in part due to pressure from investors, employees, and the public for companies to articulate the role they play in addressing societal […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Climate change, Corporate purpose, Environmental disclosure, ESG, Long-Term value, Stakeholders, Sustainability
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Obfuscation in Mutual Funds
Over 9,000 mutual funds, holding $21.3 trillion in assets, were traded on U.S. exchanges during 2019. Mutual funds hold 32% of the total U.S. equity market value and comprise 58% of retirement savings (Investment Company Institute 2020). Despite the popularity of mutual funds, many studies find that they underperform and that retail investors consistently make […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Disclosure, Index funds, Information asymmetries, Institutional Investors, Mutual funds, Retail investors
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The SEC’s Clear Reminder About the Need for Quality Cybersecurity Disclosures
The Securities and Exchange Commission’s (the “SEC”) very recent settled enforcement action against First American Financial Corporation (“FAF”), with an agreed-upon cease and desist order and a monetary penalty of almost $500,000 reaffirmed what we have been preaching —when it comes to the cybersecurity disclosures of public companies, the SEC is watching closely for compliance […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Management, Risk, Risk disclosure, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Continued Scrutiny of SPACs and Media Statements
On July 29, 2021, the U.S. Attorney’s Office for the Southern District of New York and the SEC announced parallel charges against Trevor Milton, founder, former CEO and executive chairman, and largest shareholder of Nikola Corporation, an electric- and hydrogen-powered vehicle and energy company. The U.S. Attorney’s Office charged Milton with securities and wire fraud […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged DOJ, Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, SPACs
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