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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
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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Shell to Appeal Court Ruling in Netherlands Climate Case
In a recent Blog Post on May 28, 2021, we discussed a landmark court ruling issued by the Hague District Court in May 2021, requiring Royal Dutch Shell (Shell) to reduce the CO₂ emissions of the Shell group by net 45% in 2030, compared to 2019 levels. In a statement on July 21, 2021, Shell confirmed […]
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Posted in Court Cases, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Class actions, Climate change, Corporate liability, ESG, International governance, Liability standards, Netherlands, Royal Dutch Shell
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Surging M&A Megadeals Top Records In Q2
The second quarter of 2021 saw the announcement of megadeals (deals worth US$5 billion or more) totaling US$734.4 billion in value—more than in any other quarter on Mergermarket record (since 2006). Megadeal volume hit 45, the third-highest number in any quarter on record. Activity at the top end was dominated by the US, with 25 megadeal […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged EU, Europe, International governance, Mergers & acquisitions, Private equity
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A New Variation in SEC Insider Trading Enforcement
Earlier this week, the SEC filed a complaint in the Northern District of California alleging insider-trading charges that may signal a more aggressive approach to enforcement under the agency’s new leadership. In SEC v. Panuwat, the SEC charged a corporate executive who learned about an impending acquisition of his employer and then traded in the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Inside information, Insider trading, Liability standards, Materiality, SEC, SEC enforcement, Securities enforcement
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The Difference Between Purpose and Sustainability (aka ESG)
Corporate purpose and sustainability (often referred to by the acronym of ESG for environmental, social, and governance) are now part of the mainstream lexicon in the corporate and investment communities. The two terms are often used interchangeably as synonyms. This is wrong. Purpose and sustainability are related but different ideas. Purpose comes first. Sustainability can […]
Click here to read the complete postWeekly Roundup: August 13–19, 2021
Court of Chancery Decision Provides Guidance for Drafting MAE Clauses Posted by Gail Weinstein, Steven Epstein, and Philip Richter, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, August 13, 2021 Tags: Adverse effects, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Risk disclosure, Termination 2021 Proxy Season Trends: Executive Compensation Posted by Pamela Marcogliese, Lori Goodman, and Elizabeth Bieber, Freshfields Bruckhaus […]
Click here to read the complete postBuilding on Common Ground to Advance Sustainable Capitalism
Introduction There is a growing consensus in the global business and investment community that sustainable and inclusive capitalism is vital to society, the environment, and the economy. This paradigm shift is propelling corporate purpose to the top of the agenda for directors and investors. The first report from the Enacting Purpose Initiative, Enacting Purpose Within […]
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Posted in Boards of Directors, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate purpose, Diversity, Engagement, ESG, Executive Compensation, Incentives, Institutional Investors, Long-Term value, Stakeholders
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Public Entrepreneurial Finance around the Globe
In recent decades, governments around the world have been increasingly interested in boosting innovation and the “knowledge economy,” as opposed to the manufacturing sectors that were the traditional focus of industrial policies. One manifestation of this trend has been through public efforts to boost financing for early-stage ventures. Given the important role played by the […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Capital formation, Entrepreneurs, Information environment, International governance, Private firms, Public finance, Subsidies, Venture capital firms
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