Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Remarks by Commissioner Peirce on The Role of Asset Management in ESG Investing

Thank you, John [Gulliver] and thanks Hal [Scott] for inviting me to be part of this forum. It is a pleasure to be here with you all today. The views I express are my own and do not necessarily represent those of the Commission or my fellow Commissioners. For that matter, they may not represent […]

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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , | Leave a comment

The Friedman Essay and the True Purpose of the Business Corporation

From a practical standpoint, the most significant part of the 1970 Milton Friedman essay in the New York Times was the headline: “The Social Responsibility Of Business Is to Increase its Profits.” For a half-century, that phrase has been used to summarize the essay, and alongside Friedman’s similar views in a 1962 treatise, also used […]

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Posted in Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , | 1 Comment

On the COVID-19 Vaccine Corporate Pledge

The COVID-19 pandemic created a race for the development of vaccines. On September 8, 2020, CEOs of nine major pharmaceutical companies signed a pledge promising not to file for regulatory approval or authorization of their experimental COVID-19 vaccines until their safety and efficacy are demonstrated through established scientific standards. Fearing that political pressures would compromise […]

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ESG + Incentives 2020 Report

Shareholders have increasingly highlighted the importance of measures of social and environmental sustainability as a key component of ESG. The COVID-19 crisis and growing focus on racial inequities will only accelerate the demand for companies to expand their definition of social responsibility to include the broader societal impact of the corporation. In recent years, debates […]

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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications | Tagged , , , , , , , , , , | Leave a comment

BRT Statement of Corporate Purpose: Debate Continues

A new WSJ op-ed: “‘Stakeholder’ Capitalism’ Seems Mostly for Show” (Lucian Bebchuk and Roberto Tallarita, Harvard Law School Program on Corporate Governance) posits that the corporate CEOs that signed onto the Business Roundtable’s (BRT) updated Statement of Purpose of a Corporation last year appear to have done so primarily to generate positive PR rather than to reflect […]

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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , | 1 Comment

Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties

In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” While the comparisons between piracy and M&A will take us only so far, let us start with an observation: boards and special committees overseeing M&A transactions—much like […]

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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , , | Leave a comment

Statement by Chairman Clayton on Modernizing the Framework for Business, Legal Proceedings and Risk Factor Disclosures

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting. Today, we are considering amendments to modernize the description of business, legal proceedings, and risk factor disclosures that companies […]

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Posted in Accounting & Disclosure, Practitioner Publications, Program Research, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , | Leave a comment

Statement by Chairman Clayton on Modernization of the Accredited Investor Definition

Today [Aug. 26, 2020], the Commission adopted final rules to modernize and add much needed flexibility to the definition of “accredited investor” by adding new categories of qualifying individuals and entities that have demonstrated financial sophistication such that they should not be excluded from the very large, multifaceted and important private capital markets. The private […]

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Comment on the Proposed DOL Rule

I am writing regarding the Department of Labor Employee Benefits Security Administration’s proposed rule, Financial Factors in Selecting Plan Investments, Regulatory Identifier Number (RIN) number 1210-AB95. Ceres is a nonprofit organization working with institutional investors and companies to build sustainability leadership and drive solutions throughout the economy. We support the Investor Network on Climate Risk […]

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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , | Leave a comment

What Companies are Disclosing About Cybersecurity Risk and Oversight

Cybersecurity risk is intensifying, particularly with widespread remote working and increased online interactions amid the pandemic. The rapid adaptation of multiple business processes and protocols to enable this virtual environment has exponentially increased the corporate attack surface and introduced new risks to the confidentiality, integrity and availability of critical company data and supporting systems. The […]

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