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

Directors’ Duties in an Evolving Risk and Governance Landscape

The stakes for responsible corporate stewardship have never been higher. Corporations today account for a greater proportion of our collective productivity than ever before. Of the 100 largest economies in the world, 71 are corporations, and only 29 are countries. U.S. corporations alone generated profits of $2.3 trillion in 2018—the highest in history. Reflecting their […]

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Posted in Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , | Leave a comment

Response to SEC Subcommittee Recommendations—Universal Ballot and Vote Confirmations

If effecting change at a single institution is like reversing the course of an aircraft carrier, revamping the proxy system is something akin to turning around a whole fleet. Undaunted by the task, it appears that the SEC’s Investor Advisory Committee has gotten nearly all of its own boats pointed in the same direction. At […]

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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation | Tagged , , , , , , , | Leave a comment

Weekly Roundup: September 6-12, 2019

Implicit Communications and Enforcement of Corporate Disclosure Regulation Posted by Ashiq Ali (University of Texas), Jill Fisch (University of Pennsylvania), and Hoyoun Kyung (University of Missouri), on Friday, September 6, 2019 Tags: Earnings disclosure, Information environment, Inside information, Liability standards, Regulation FD, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Shareholder suits Putting to Rest the Debate Between CSR and Current Corporate Law Posted by Peter A. […]

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Remarks to the Economic Club of New York

Thank you for having me and thanks to those who have contributed to today’s event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford]. I am grateful to be back. The Economic Club is where I gave my first public speech as SEC Chairman […]

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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , , | Leave a comment

Executive Compensation and ESG

In the United States, environmental, social, and governance (ESG) issues have become a priority, especially for the largest public companies. In a 2017 survey, “Pearl Meyer Quick Poll: ESG and its Potential Link to Incentives,” 60 percent of companies surveyed report that ESG issues are a top concern and of those, 34 percent indicated that […]

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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications | Tagged , , , , , , , , | Leave a comment

Rule 14a-8 No-Action Requests

After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could most efficiently and effectively provide guidance where appropriate. The staff will continue to actively monitor […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation | Tagged , , , , , , , | Leave a comment

Presidential Authority to Ban Companies from Operating in China

On August 23, 2019, President Trump tweeted that “American companies are hereby ordered to immediately start looking for an alternative to China, including bringing. . .your companies [home] and making products in the USA.” In further tweets, the President raised a series of grievances with China, including intellectual property theft, and ordered several U.S. companies […]

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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , | Leave a comment

Putting to Rest the Debate Between CSR and Current Corporate Law

There is an ongoing debate regarding the role of publicly traded for-profit business corporations in addressing the many serious challenges confronting society, including some directly involving nonshareholder corporate stakeholders (such as employees and communities). It has been framed most recently by a statement issued by the Business Roundtable on the purpose of a corporation and […]

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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Practitioner Publications | Tagged , , , , | Leave a comment

Activist Proxy Slates and Advance Notice Bylaws

In a recent bench ruling, the Delaware Court of Chancery enforced an advance notice bylaw and thereby precluded an activist investor from nominating a slate of directors and conducting a proxy contest at a company’s annual meeting.  The court enforced the plain terms of the advance notice bylaw, which required that notice of the nominations […]

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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications | Tagged , , , , , , , | Leave a comment

Did the Siebel Systems Case Limit the SEC’s Ability to Enforce Regulation Fair Disclosure?

The practice of firms selectively disclosing nonpublic information to analysts and preferred investors has been a longstanding concern for regulators. The Securities and Exchange Commission (SEC) promulgated Regulation Fair Disclosure (Reg FD) in October of 2000 with the goal of mitigating the practice of firms selectively disclosing material nonpublic information. Although the initial wave of […]

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Posted in Academic Research, Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , | Leave a comment
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