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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
Does Socially Responsible Investing Change Firm Behavior?
Over the last decade, investors have shown a growing appetite for socially responsible investing (SRI). SRI funds, who advertise that they care about environmental and social issues in addition to maximizing returns, have more than doubled their assets under management. This trend is consistent with the proposals of some academics (e.g. Bérnabou and Tirole (2010) […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors
Tagged Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Responsible investing, Stakeholders, Sustainability
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Delaware Supreme Court’s Response to Chancery for Turning Away Stockholder’s Claims
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius —that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification for their conduct—has received little attention from the Delaware Supreme Court. Delaware’s highest court has not mentioned the Blasius test […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder voting
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SEC’s Recent Decision Regarding “Qualified Client” Status
The U.S. Securities and Exchange Commission recently issued an Order raising the “net worth test” from $2.1 million to $2.2 million and raising the “assets under management test” from $1 million to $1.1 million for purposes of the “qualified client” definition in Rule 205-3 under the Investment Advisers Act of 1940. The new thresholds are […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Investment advisers, Investment Advisers Act, Investor protection, SEC, SEC rulemaking, Securities regulation
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Supreme Court’s Impending Decision Concerning Whether PSLRA Discovery Stay Applies in State Court
Key Points: While federal district courts have consistently applied the Private Securities Litigation Reform Act (PSLRA) automatic stay to halt discovery until a determination that the complaint states a viable claim for relief, state trial courts have been divided as to whether that stay applies to actions filed in state court. If the Supreme Court […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged California, Discovery, Jurisdiction, PSLRA, Securities litigation, State law, Supreme Court, U.S. federal courts
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Spotlight on Boards and Board Oversight of Business Strategy and Risk Management in a Post-Pandemic World
In order to advise our clients we try to closely follow emerging and changing issues, developments and problems. In reviewing the matters we have been dealing with and the memos we have written in the past two years, we thought it would be helpful to list the high-profile stand-out issues for attention in the C-suite […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board oversight, Boards of Directors, Climate change, COVID-19, Cybersecurity, Diversity, ESG, Human capital, Management, Risk, Risk oversight, Stakeholders, Sustainability
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Open Access, Interoperability, and the DTCC’s Unexpected Path to Monopoly
In markets with significant scale economies and network effects, scholars and policymakers often tout open access and interoperability requirements as superior to both regulated monopoly and the break-up of dominant firms. In theory, by compelling firms to coordinate to develop common infrastructure, regulators can use these requirements to replicate scale and network economies without leaving […]
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Posted in Academic Research, Financial Regulation, Securities Regulation
Tagged Antitrust, Clearing houses, DTC, Financial regulation, Securities regulation
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Voluntary Environmental and Social Disclosures
Companies are increasingly providing disclosure about their current efforts and future commitments on environmental and social (E&S) matters. The percentage of S&P 500 companies publishing sustainability or corporate social responsibility (CSR) reports that address E&S matters continues to grow, reaching 90% in 2019. Similarly, one study found that, in 2020, 98% of the top 100 […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Oversight, SEC, Securities regulation, Stakeholders, Sustainability
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Stewardship Excellence: ESG Engagement In 2021
The Evolution and Big Drivers of Engagement Over the past decade and more, various soft and hard law initiatives have combined with investor demand as active ownership approaches and engagement have grown globally, driving more common frameworks for investment stewardship for investors seeking positive change at companies they invest in. Since the 1970’s and 1980s, […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Engagement, Environmental disclosure, ESG, Institutional Investors, International governance, Proxy advisors, Stewardship, Sustainability
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Outsourcing Active Ownership in Japan
The Japanese stock market is large and most companies are widely held. The fraction of foreign ownership has been rising steadily and Japanese institutional investors are increasingly committed to active ownership. There have been a number of high profile hedge fund activist campaigns at internationally well-known companies like Sony and, most recently Toshiba. Yet, research […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Hedge funds, Institutional Investors, International governance, Japan, Shareholder activism
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