1. Articles from The Harvard Law School Forum on Corporate Governance

    1-7 of 7
    1. ESG Management and Board Accountability

      ESG Management and Board Accountability

      In the world of corporate governance and proxy voting, 2020 has been a remarkable year, not only because annual general meetings took place in the midst of a global pandemic that forced the abrupt transition to a virtual proxy season, but also because this year marked the beginning of the new decade at a time when companies and investors experience a major shift in how they engage on the topic of corporate governance...

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    2. Shareholders’ Rights & Shareholder Activism 2020

      Shareholders’ Rights & Shareholder Activism 2020

      As life dramatically changed in 2020, so did shareholder rights. In the United States, we witnessed a dramatic and substantial change to how companies conduct annual meetings, a reignited debate on the purpose of the corporation, new defensive strategies for companies, as well as a reshaping of the shareholder activist model, as some activists adopted tactics historically associated with private equity. Below we note some of the major developments that took place over the past year...

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    3. Proposed HSR Rule Change Would Benefit Activists

      Proposed HSR Rule Change Would Benefit Activists

      On September 21, 2020, the U.S. Federal Trade Commission (the “FTC”) published a notice of proposed rulemaking that would, among other things, create a new de minimis exemption under the Hart-Scott-Rodino Antitrust Improvements Act of 1986 (the “HSR Act”), which subjects proposed acquirers of an issuer’s voting securities to notification, filing and waiting period requirements...

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    4. CEO Leadership: Navigating the New Era in Corporate Governance

      CEO Leadership: Navigating the New Era in Corporate Governance

      At the end of 2019 (which now seems so long ago), my book CEO Leadership: Navigating the New Era in Corporate Governance was published by The University of Chicago Press. My target audience is current and future CEOs and board members, those who advise them and those who teach law and business school students who aspire to those positions...

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    5. On the Purpose and Objective of the Corporation

      On the Purpose and Objective of the Corporation

      As we approach the first anniversary of the Business Roundtable’s abandonment of shareholder primacy and embrace of stakeholder governance, and the fourth anniversary of our development for the World Economic Forum of The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, we thought it useful to consider in broader context the key issues of corporate governance and investor stewardship today...

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    6. Legal Liability for ESG Disclosures

      Legal Liability for ESG Disclosures

      Corporate Social Responsibility and Environmental, Social & Governance (ESG) issues have become increasingly important over the past few years, and evaluating a company’s ESG disclosures has become a key tool used by many investors in making investment and engagement decisions. Many companies are, with increasing frequency, publishing ESG reports on their websites and incorporating ESG disclosure into mandatory filings with the U.S. Securities and Exchange Commission...

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    1-7 of 7
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    2020 Activist Investor Report Legal Liability for ESG Disclosures On the Purpose and Objective of the Corporation CEO Leadership: Navigating the New Era in Corporate Governance Proposed HSR Rule Change Would Benefit Activists ESG Management and Board Accountability Shareholders’ Rights & Shareholder Activism 2020 Lori A. Johnston Named to Farmers & Merchants Bancorp, Inc. Board of Directors Principal Names Alfredo Rivera to Board of Directors J.Crew Changes CEOs for Third Time in Three Years Flex Appoints John D. Harris II to its Board of Directors Report Finds More Shareholder Support for Exec Pay in Silicon Valley Than in S&P 100