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

Companies are Trust Leaders. Here’s What That Means for Boards

Confidence in the institutions that form the bedrock of society is perilously low. Surveys show that many people have lost faith in government, the media, and the police, among other institutions. Meanwhile, corporations have emerged as leaders. They’re now the most trusted institution in the US according to the Edelman Trust Barometer. Maintaining this trust, […]

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Considering a Culturally Congruent EESG and DEI Component in Incentive Plans

During a recent compensation committee meeting, the CEO expressed some level of frustration with the public discourse on including EESG (Employee, Environment, Social, and Governance) goals—specifically, DEI (Diversity, Equity, and Inclusion)—into executive incentive plans. “Our culture is all about equity, diversity, and inclusion,” she exclaimed. “Why should we be bonusing our culture?” The impetus for […]

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Labor in the Age of Finance

My new book, Labor in the Age of Finance: Pensions, Politics, and Corporations from Deindustrialization to Dodd-Frank (Princeton University Press, 2021), is an economic history of organized labor’s engagement with shareholder activism, corporate governance, and financial regulation in the 1990s and 2000s. An epilogue carries the narrative to the present. The proximate cause of labor’s […]

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SPAC-Related Litigation Risks and Mitigation Strategies

Special Purpose Acquisition Companies (SPACs) have been gaining traction during the past 18 months, although more recently they have come under the spotlight for more negative reasons. Following high-profile litigation associated with certain de-SPAC deals and statements from the Securities and Exchange Commission (SEC), many investors are now starting to question SPACs as an investment […]

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The Missing Element of Private Equity

How Private Equity Can Drive Boardroom Diversity Corporate boards are vital in helping companies maintain a longer-term focus while executing on shorter-term priorities. And a board’s unique stature, sitting atop the organization, allows it to shape corporate culture while guiding long-term strategy through a mix of encouragement, skepticism, and guidance. This role is consistent regardless […]

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The Impact of DOJ’s Charges Against a Former Trump Advisor on Companies Working with Foreign Clients

On July 20, 2021, the Department of Justice (“DOJ”) unsealed a 46-page indictment charging former Trump Administration Advisor Thomas Joseph Barrack and two co-defendants with acting and conspiring to act as unregistered foreign agents of the United Arab Emirates (“UAE”). The Indictment alleges, among other things, that Barrack acted on UAE’s behalf to influence the […]

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Statement by Commissioners Lee and Crenshaw on Nasdaq’s Diversity Proposals

Today [August 6, 2021], the Commission approved Nasdaq Stock Market LLC’s proposed rule changes related to board diversity and disclosure. The new listing standards will require each Nasdaq-listed company, subject to certain exceptions, to have at least two diverse board members or explain why it does not. The new listing standards also will require disclosure, […]

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Statement by Commissioner Roisman on the Commission’s Order Approving Exchange Rules Relating to Board Diversity

A Goal for All Today [August 6, 2021], the Commission approved rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq” or the “Exchange”) relating to board diversity. One will offer certain listed companies free access, for a limited time, to a board recruitment service with access “to a network of board-ready diverse candidates.” The […]

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Shareholder Meetings and Freedom Rides: The Story of Peck v. Greyhound

My new paper, Shareholder Meetings and Freedom Rides, is a story about the history of corporate and securities laws that begins in an unlikely place. In 1947, James Peck and Bayard Rustin, members of the radical pacifist group the Fellowship of Reconciliation and its offshoot the Congress of Racial Equality (CORE), were preparing for a […]

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SEC Brings SPAC Enforcement Action and Signals More to Come

On July 13, 2021, the Securities and Exchange Commission (“SEC”) announced a major enforcement action related to a proposed merger between a special purpose acquisition company (“SPAC”) and a privately held target company (“Target”). This followed numerous warnings by the SEC staff over several months of enhanced scrutiny of such transactions under the federal securities […]

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