The Harvard Law School Forum on Corporate Governance and Financial Regulation

Posted by , on Friday, July 5, 2019

Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 28-July 3, 2019.

Overview of Recent Stock Exchange Proposals

Posted by Cydney S. Posner, Cooley LLP, on Friday, June 28, 2019

Tags: Board composition, Board independence, Boards of Directors, Conflicts of interest, Equity-based compensation, Executive Compensation, Liquidity, Listing standards, NASDAQ, NYSE

Dual-Class Shares: Governance Risks and Company Performance

Posted by Kosmas Papadopoulos, Institutional Shareholder Services, Inc., on Friday, June 28, 2019

Tags: Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Entrenchment, Firm performance, Institutional Investors, IPOs, Long-Term value, Management, Shareholder voting, Short-termism, Tech companies

Spotlight on Boards

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, June 28, 2019

Tags: Board independence, Board leadership, Board oversight, Board performance, Boards of Directors, Corporate culture, Delaware law, Duty of loyalty, Fiduciary duties

Baby on Board: Remarks before the Society for Corporate Governance National Conference

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, June 28, 2019

Tags: Board composition, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Proxy advisors, SEC, Securities regulation

Post-Cyan Ruling on Discovery Stay

Posted by Vincent Sama and Brendan Gibbons, Arnold & Porter Kaye Scholer LLP, on Saturday, June 29, 2019

Tags: Class actions, Connecticut, Discovery, Jurisdiction, PSLRA, Safe harbor, Securities Act, Securities litigation, SLUSA, State law, Supreme Court

Irrelevance of Governance Structures

Posted by Zohar Goshen (Columbia Law School) and Doron Levit (University of Pennsylvania), on Sunday, June 30, 2019

Tags: Accountability, Agency costs, Common ownership, Control rights, Firm performance, Institutional Investors, Management, Ownership, Shareholder rights, Shareholder value

SEC Rules and Guidance for Broker-Dealers and Investment Advisers

Posted by Jessica Forbes, Stacey Song, and Joanna D. Rosenberg, Fried, Frank, Harris, Shriver & Jacobson LLP, on Monday, July 1, 2019

Tags: Broker-dealers, Compliance & ethics, Conflicts of interest, Disclosure, Fiduciary duties, Investment advisers, Regulation Best Interest, SEC, SEC rulemaking, Securities regulation

Deal Insurance: Representation & Warranty Insurance in M&A Contracting

Posted by Sean J. Griffith (Fordham University), on Monday, July 1, 2019

Tags: Adverse selection, Agency costs, Insurance, Mergers & acquisitions, Moral hazard, Private equity, R&W insurance, Risk management

How Boards Govern Disruptive Technology—Key Findings from a Director Survey

Posted by Steve Klemash and Jennifer Lee, EY Center for Board Matters, and Kris Pederson, EY, on Monday, July 1, 2019

Tags: Cybersecurity, Innovation, Risk management, Surveys, Tech companies

SEC Staff Guidance on Shareholder Proposals: A Murky Path Forward

Posted by Marc S. Gerber, Hagen J. Ganem, and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, July 2, 2019

Tags: Boards of Directors, Executive Compensation, Incentives, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Shareholder Protection and the Cost of Capital

Posted by Joel F. Houston (University of Florida), Chen Lin (The University of Hong Kong), and Wensi Xie (The Chinese University of Hong Kong), on Tuesday, July 2, 2019

Tags: Agency costs, Capital markets, Cost of capital, Derivative suits, Disclosure, Information environment, Insider trading, Investor protection, Risk-taking, Securities litigation, Shareholder rights, Shareholder suits, State law

Task Force on Climate-Related Financial Disclosure 2019 Status Report

Posted by Stacy Coleman (Promontory Financial Group) and Mara Childress (Bloomberg LP), on Tuesday, July 2, 2019

Tags: Climate change, Disclosure, Environmental disclosure, Risk, Risk assessment, Risk management, Sustainability

Glass Lewis, ISS, and ESG

Posted by David Bixby and Paul Hudson, Pearl Meyer & Partners, LLC, on Wednesday, July 3, 2019

Tags: Boards of Directors, Climate change, Environmental disclosure, ESG, Glass Lewis, Institutional Investors, ISS, Proxy advisors

Solving Banking’s “Too Big to Manage” Problem

Posted by Jeremy C. Kress (University of Michigan), on Wednesday, July 3, 2019

Tags: Banks, Divestitures, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Glass-Steagall, Incentives, Moral hazard, Systemic risk, Too big to fail

SEC Proposal on Pro Forma Synergy Disclosures

Posted by David A. Katz, Trevor Norwitz, and Victor Goldfield, Wachtell, Lipton, Rosen & Katz, on Wednesday, July 3, 2019

Tags: Accountability, Disclosure, Financial reporting, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation

Statement Regarding Offers of Settlement

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Wednesday, July 3, 2019

Tags: Investor protection, SEC, SEC enforcement, Securities litigation, Securities regulation, Settlements

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