Harvard Law School Program on Corporate Governance
@HarvardCorpGov
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We seek to foster research and scholarship about corporate governance and facilitate discourse in this field among academics, practitioners, and policy-makers.
Cambridge, MA
Joined June 2009
ISS and Glass Lewis Launch Annual Global Policy Surveys Signaling 2026 Changes, #corpgov.
corpgov.law.harvard.edu
Institutional Shareholder Services (ISS) and Glass Lewis have launched their annual policy surveys (available here and here) to help inform potential changes to their voting policies in advance of...
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DEI in Transition: 2025 Corporate Diversity Disclosure Trends, #corpgov.
corpgov.law.harvard.edu
This report draws on recent disclosure data to examine how US public companies are recalibrating public reporting on diversity, equity & inclusion (DEI)—focusing on shifts in language, workforce and...
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Delaware Rulings on M&A Indemnification Provisions Stress the Need for Careful Drafting, #corpgov.
corpgov.law.harvard.edu
Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one...
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Activists Find Winning Strategy in Surprise First Half, #corpgov.
corpgov.law.harvard.edu
U.S.-based activists in particular achieved an uptick in success rates amid the turbulence sparked by U.S. President Donald Trump’s trade war and policy shift, with many adopting new tactics and...
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2025 Proxy Season Review: Rule 14a-8 Shareholder Proposals, #corpgov.
corpgov.law.harvard.edu
OVERVIEW The 2025 proxy season unfurled against a rapidly shifting political and regulatory backdrop. The dizzying pace of developments from courts, as well as lawmakers, regulators, and other...
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Shareholder Engagement Considerations in Light of Texas v. Blackrock, #corpgov.
corpgov.law.harvard.edu
On Friday, the Court in Texas v. Blackrock issued an opinion largely denying defendants’ motion to dismiss, which allows a coalition of States to proceed with claims that BlackRock, State Street, and...
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California Supreme Court Saves Delaware Forum Selection Clauses in Corporate Certificates of Incorporation, #corpgov.
corpgov.law.harvard.edu
On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because...
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Corporate Support for DEI Continues Among Investors and Companies, #corpgov.
corpgov.law.harvard.edu
During this proxy season, companies faced a wave of shareholder resolutions attacking diversity, equity, and inclusion (DEI) programs and calling for their eradication. This campaign expanded last...
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Ahead of the Curve: Factoring the Cost of Carbon into Long-Term Decision-Making, #corpgov.
corpgov.law.harvard.edu
INTRODUCTION Decarbonization is a major investment theme for long-term investors, given the worldwide shift already under way in energy infrastructure, transportation, agriculture, business models,...
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Structuring Share Repurchases Under Rules 10b-18 and 10b5-1, #corpgov.
corpgov.law.harvard.edu
Structuring Share Repurchases: Rule 10b-18 and Rule 10b5-1 Applied to Open-Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open-Market Share Repurchase...
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Granting Stock Options: How Do Accounting Values Compare Against “In-the-Money” Values?, #corpgov.
corpgov.law.harvard.edu
Introduction Our research shows that the grant date accounting value (e.g., Black-Scholes value) is significantly lower than the future in-the-money value of most stock options. This is a unique...
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How Processing Costs Drive Market Efficiency: Evidence from U.S.-Israel Dual-Listed Securities, #corpgov.
corpgov.law.harvard.edu
For decades, the efficient market hypothesis has dominated legal and economic thinking about securities markets. Courts routinely rely on the “fraud-on-the-market” doctrine, which presumes that stock...
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SEC Responds to Eighth Circuit, Asking Eighth Circuit to Rule on Climate Disclosure Litigation, #corpgov.
corpgov.law.harvard.edu
On July 23, 2025 the US Securities and Exchange Commission (SEC or Commission) submitted a status report ordered by the Eighth Circuit in April 2025 on the Commission’s plans with respect to the...
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Governance in Global Operations: Legal and Board Risk Across Borders, #corpgov.
corpgov.law.harvard.edu
“The most dangerous risk is the one you didn’t know you were taking.” As multinational corporations expand their global footprint, many boards presume their governance frameworks travel seamlessly...
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