{"id":5148,"date":"2024-10-24T21:31:23","date_gmt":"2024-10-25T01:31:23","guid":{"rendered":"https:\/\/journals.law.harvard.edu\/hblr\/?page_id=5148"},"modified":"2025-08-19T12:56:42","modified_gmt":"2025-08-19T16:56:42","slug":"volume-14-issue-2","status":"publish","type":"page","link":"https:\/\/journals.law.harvard.edu\/hblr\/volume-14-issue-2\/","title":{"rendered":"Volume 14, Issue 2"},"content":{"rendered":"\n
CORPORATE LAW & GOVERNANCE<\/h5>\n\n\n\n

THE HOLDING FOREIGN COMPANIES ACCOUNTABLE (HFCA) ACT: A CRITIQUE<\/a><\/h3>\n\n\n\n
Jesse M. Fried & Tamar Groswald Ozery<\/h6>\n\n\n\n

The 2020 Holding Foreign Companies Accountable (HFCA) Act will force China-based firms to delist from U.S. exchanges if China fails to permit audit inspections during a two-year period. The Act also requires such firms, as soon as China blocks such inspections, to disclose ties to the Chinese party-state. We first explain why the delisting provisions, while well-intentioned, may well harm U.S. investors. We then turn to the disclosure provisions, explaining that they appear to be motivated by a desire to name-shame Chinese firms rather than to protect investors. While China-based firms do pose unique risks to U.S. investors, the Act fails to mitigate\u2014and may well exacerbate\u2014these risks.<\/p>\n\n\n\n

\n\n\n\n
TECHNOLOGY & INNOVATION \u2022 BANKING<\/h5>\n\n\n\n

BANK RUNS DURING CRYPTO WINTER<\/a><\/h3>\n\n\n\n
Gary B. Gorton & Jeffery Y. Zhang<\/h6>\n\n\n\n

\u201cCrypto Winter\u201d refers to a systemic event that occurred in the cryptocurrency ecosystem\u2014what we call \u201ccrypto space\u201d\u2014in 2022. Crypto space was wracked by plummeting crypto prices, the troubles of a large crypto hedge fund, and runs on many crypto lending platforms. Several large crypto firms went bankrupt. Collectively, everyday people lost billions of dollars. And crypto investors are still feeling the aftershocks.<\/p>\n\n\n\n

\n\n\n\n
CORPORATE LAW & GOVERNANCE<\/h5>\n\n\n\n

THE NEW CORPORATE LAW OF CORPORATE GROUPS<\/a><\/h3>\n\n\n\n
Mariana Pargendler<\/h6>\n\n\n\n

How does corporate law treat legal entity boundaries in groups of companies? This is a critical question given that large corporations typically have hundreds of subsidiaries. Investigating the treatment of this question in key jurisdictions over time reveals a critical, but thus far overlooked, development in corporate law around the globe. Corporate law rules of internal governance increasingly overcome entity boundaries and apply on a pass-through basis, such as by allowing shareholders of a parent company to sue subsidiary directors, inspect subsidiary books and records, and approve major asset sales by subsidiaries. This phenomenon, which can be described as the rise of \u201centity transparency\u201d in corporate law, reflects a gradual trend that has accelerated in the twenty-first century. Interestingly, there appears to be little direct correlation between a jurisdiction\u2019s willingness to disregard entity boundaries to enforce shareholder rights, on the one hand, and to impose liability on shareholders for the benefit of creditors, on the other. The Article then offers an economic account for the distinct treatment of corporate separateness vis-\u00e0-vis shareholders and creditors, and explores the broader theoretical and normative ramifications of its analysis. The rise of entity transparency in corporate law underscores the importance of unbundling different dimensions of corporate separateness, challenges the view that overcoming entity boundaries between parent companies and subsidiaries invariably requires extraordinary circumstances, and has implications for a wide array of legal issues across various areas of law.<\/p>\n\n\n\n

\n\n\n\n
CORPORATE LAW & GOVERNANCE \u2022 ENVIRONMENTAL, SOCIAL, & GOVERNANCE<\/h5>\n\n\n\n

THE MAKING AND MEANING OF ESG<\/a><\/h3>\n\n\n\n
Elizabeth Pollman<\/h6>\n\n\n\n

ESG is one of the most notable trends in corporate governance, management, and investment of the past two decades. It is at the center of the largest and most contentious debates in contemporary corporate and securities law. Yet few observers know where the term comes from, who coined it, and what it was originally aimed to mean and achieve. As trillions of dollars have flowed into ESG-labeled investment products, and companies and regulators have grappled with ESG policies, a variety of usages of the term have developed that range from seemingly neutral concepts of integrating \u201cenvironmental, social, and governance\u201d issues into investment analysis to value-laden notions of corporate social responsibility or preferences for what some have characterized as \u201cconscious\u201d or \u201cwoke\u201d capitalism.<\/p>\n\n\n\n

\n\n\n\n
BANKING<\/h5>\n\n\n\n

PRIVATIZING DEPOSIT INSURANCE<\/a><\/h3>\n\n\n\n
Christina Parajon Skinner<\/h6>\n\n\n\n

For the past 90 years, the federal government has provided insurance to bank depositors against the risk of loss associated with a bank\u2019s failure. In many ways, this insurance scheme\u2014managed by the Federal Deposit Insurance Corporation (\u201cFDIC\u201d)\u2014is the bedrock of banking law. FDIC insurance aims to preempt bank runs by ensuring that depositors remain confident in the security of their funds, even when turbulent times hit. In practice, however, FDIC insurance has suffered from one key design flaw\u2014it has never managed to reconcile the tradeoffs between the moral hazard it produces and the financial stability it ensures. In large part, this is due to policymakers\u2019 inability to credibly commit to maintaining the limits on insurance payouts that Congress statutorily sets. Over the past forty years, the cap has consistently been lifted to protect uninsured depositors in each successive banking crisis.<\/p>\n","protected":false},"excerpt":{"rendered":"

CORPORATE LAW & GOVERNANCE THE HOLDING FOREIGN COMPANIES ACCOUNTABLE (HFCA) ACT: A CRITIQUE Jesse M. Fried & Tamar Groswald Ozery […]<\/p>\n","protected":false},"author":109,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"jetpack_post_was_ever_published":false,"footnotes":""},"class_list":["post-5148","page","type-page","status-publish","hentry"],"jetpack_shortlink":"https:\/\/wp.me\/PgKEUK-1l2","jetpack-related-posts":[{"id":5258,"url":"https:\/\/journals.law.harvard.edu\/hblr\/corporate-law-governance\/","url_meta":{"origin":5148,"position":0},"title":"Corporate Law & Governance","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 15 \u2022 COLUMNS THE DUAL CLASS DILEMMA AND THE SUNSET-CLAUSE SOLUTION\u00a0 Adrian Brown The desirability of dual-class stock has been a source of substantial controversy. 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