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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
Court of Chancery Decision Provides Guidance for Drafting MAE Clauses
In Bardy Diagnostics v. Hill-Rom (July 9, 2022), the Delaware Court of Chancery followed its almost invariable pattern of finding that an event arising between signing and closing of a merger agreement did not constitute a Material Adverse Effect that permitted the buyer to terminate the deal. The decision is noteworthy for the court’s award […]
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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, Risk disclosure, Termination
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Weekly Roundup: August 6–12, 2021
SEC Brings SPAC Enforcement Action and Signals More to Come Posted by Adam Brenneman, Rahul Mukhi, and Jared Gerber, Cleary Gottlieb Steen & Hamilton LLP, on Friday, August 6, 2021 Tags: IPOs, Mergers & acquisitions, SEC, SEC enforcement, Securities regulation, SPACs Shareholder Meetings and Freedom Rides: The Story of Peck v. Greyhound Posted by Harwell Wells (Temple University), on Friday, August 6, 2021 […]
Click here to read the complete postMoving the Needle on DEI in the Workplace
In the wake of the Black Lives Matter Movement of 2020 and the resulting national conversation on race and equity, many companies have taken meaningful steps to achieve greater diversity, equity, and inclusion (DEI) in their respective workplaces. The technology industry, in particular, has made several notable strides towards these laudable goals. We analyzed publicly […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Diversity, ESG, Human capital, Labor markets
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2021 Proxy Season Trends: Proxy Advisory Firms
ISS 2021 Proxy Voting Guidelines ISS’ revised polices for the 2021 proxy season indicate a significant focus on social and environmental issues, the importance of board diversity, shareholder litigation rights and COVID-19 recovery era policies Social and Environmental Issues Governance failures – Material E&S Risk Oversight: Recommend withhold votes against directors, committees or the entire […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Shareholder voting
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A Deeper Dive Into Talent Management: The New Board Imperative
As companies plan for a post-pandemic economy, and continue tackling social issues, they must also contend with rapid business transformation. Talent management is more critical than ever—and so is director oversight. Corporate directors have traditionally focused their talent management efforts on the C-suite, leaving oversight of the broader workforce to senior executives. But the pandemic, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital, Labor markets, Management, Securities regulation, Succession
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Early SEC Enforcement Trends from Chairman Gensler’s First 100 Days
Gary Gensler was sworn in as chair of the Securities and Exchange Commission on April 17, 2021. Chairman Gensler has promised to strengthen transparency and accountability in the financial markets. Under Chairman Gensler, we expect the SEC’s Division of Enforcement—led by Gurbir Grewal, who began work at the agency on July 26—to be better resourced, […]
Click here to read the complete postThe SEC’s Cyber Priorities and Four Ways for Companies to Reduce Regulatory Risk
Earlier this year, we wrote about the SEC’s cybersecurity priorities. Since then, the SEC announced a settlement with First American Title Insurance and Services (“First American”) for violating Rule 13a-15(a) of the Exchange Act, and issued a voluntary request for information to a number of companies in connection with the SolarWinds cyber attack (“Voluntary Request”). In this post, we […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Privacy, Risk, Risk disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Public Company Guide—Planning for Shareholder Engagement
Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others. As a result, most companies will need to consider the most effective ways to engage with their key shareholders. Shareholder engagement can come in a variety of forms, including […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Engagement, Institutional Investors, Proxy advisors, Proxy season, Shareholder activism, Shareholder voting
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Are Enhanced Index Funds Enhanced?
One of the major trends in the mutual fund industry is the rising importance of passive investing. At the end of 2020, according to the Investment Company Institute, passive exchange traded funds and index funds each accounted for 40% of the assets held by all funds holding long-term asset The growth in passive investing has […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Asset management, Fund performance, Index funds, Institutional Investors, Mutual funds
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