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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
Weekly Roundup: July 30-August 5, 2021
The Small, Young Company Board Posted by Adam J. Epstein (Third Creek Advisors LLC), Robert Lamm (Deloitte LLP), and Jim Parkin (Deloitte & Touche LLP), on Friday, July 30, 2021 Tags: Board composition, Board dynamics, Board oversight, Board performance, Boards of Directors, Small firms Five Elements of Activist Stewardship: Insights from Two Letters Posted by Robert G. Eccles (University of Oxford), on Friday, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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2021 Proxy Season Review
Overview The year-long pandemic and economic lock-downs that denoted 2020 gave way to a dynamic 2021 annual meeting season as investors wielded their proxy votes to express their views on an array of environmental, social and governance proposals issues, executive compensation plans and corporate board quality and effectiveness. Environmental and social (E&S) resolutions drew some […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Diversity, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Political spending, Proxy season, Proxy voting, Say on climate, Say on pay, Shareholder voting, Stakeholders, Sustainability
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Locating Stablecoins within the Regulatory Perimeter
Stablecoins are suddenly very much front and center in the minds of policy makers. Last month, Secretary of the Treasury Janet Yellen assembled the President’s Working Group on Financial Markets (PWG) to explore this increasingly important form of cryptocurrency, and, in a subsequent press release, the Department indicated that in coming months the PWG will […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, HLS Research
Tagged Banks, Bitcoin, Cryptocurrency, Federal Reserve, Financial institutions, Financial regulation, Financial technology, FSOC, Glass-Steagall, Stablecoins
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Managing CEO Transitions Just Got Harder
Managing CEO succession has always been one of the most critical responsibilities that boards shoulder. With daunting stakes, they must carefully orchestrate everything, from articulating what they need in their future CEO, evaluating candidates, to managing a range of delicate dynamics. As if those challenges were not enough, multiple societal forces have converged to make […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board communication, Board oversight, Boards of Directors, Executive turnover, Management, Manager characteristics, Succession
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2021 Say on Pay Changes
Emerging themes from this year’s Say on Pay and proxy voting season suggests a fundamental shift in shareholder and proxy advisor perspectives on compensation. The primary themes of the 2021 proxy season include: S&P 500 companies have received more scrutiny and lower vote results. The S&P 500 failure rate is 3.7% compared to 2.8% for […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged ESG, Executive Compensation, Incentives, Institutional Investors, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Delaware M&A Update
Minority Shareholder’s Vote Required by Pre-Disclosure Voting Agreement Did Not Count for Corwin Purposes In In re Pattern Energy Group Inc. Stockholders Litigation, the Delaware Court of Chancery denied a motion to dismiss a class action challenging the sale of Pattern Energy to Canada Pension Plan Investment Board due to allegations that the special committee […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Corporate veil, Corwin, Delaware cases, Delaware law, DGCL, Merger litigation, Mergers & acquisitions, Tax Cuts and Jobs Act
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Litigation Risk and Debt Contracting: Evidence from a Natural Experiment
Nevada is second to Delaware in attracting out-of-state incorporations, with 8% of all public incorporations by firms in states outside the firms’ headquarters states. In June 2001, Nevada changed its state corporate law by substantially reducing the legal liability for breaching fiduciary duties (the legislative change, hereafter). Under the new Nevada corporate law, by default, […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Agency costs, Debt contracts, Director liability, Fiduciary duties, Liability standards, Nevada, Risk, Securities litigation, State law
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SEC Focuses Enforcement Efforts on SPAC Transactions
In one of the first major enforcement actions charging a special purpose acquisition company (“SPAC”), the SEC recently charged SPAC Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed merger target Momentus Inc., and Momentus’s founder and former CEO Mikhail Kokorich with misleading claims about Momentus’s technology and the national […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged IPOs, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities fraud, SPACs, Special purpose vehicles
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Comment on Climate Disclosure
The accountability processes of government and business are each ideal for optimizing different policy issues, and we get into trouble when we let one take on the role of the other. What has made the US capital markets the most robust and respected in the world is the combination of market- and government-based structures and […]
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