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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- John Finley
- Carolyn Frantz
- Andrew Freedman
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- David Millstone
- Theodore Mirvis
- Maria Moats
- Erika Moore
- Carey Oven
- Morton Pierce
- Philip Richter
- Marc Trevino
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Human Capital Disclosures: Early Evidence from the SEC’s Disclosure Mandate
Human capital is a critically important source of corporate value creation in the modern economy, yet disclosures related to what executives commonly refer to as their “most important asset” have been extremely limited relative to those of other asset classes. This was supposed to change in November 2020 when the SEC’s amendment to Regulation S-K […]
Click here to read the complete postDelaware Approves Permitting Exculpation of Officers from Personal Liability
For over 45 years, Delaware law has permitted directors of Delaware corporations to be exculpated from personal monetary liability to the extent such protections are set forth in the certificate of incorporation, subject to certain exceptions. However, such protective statutory provisions did not reach officers. As contemplated in our April 2022 memorandum, Delaware has now […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate liability, D&O insurance, Delaware cases, Delaware law, DGCL, Liability standards, Securities litigation
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SEC Proposes to Narrow Three Substantive Exclusions in the Shareholder Proposal Rule
[This post revises and updates my earlier post on this topic primarily to reflect the contents of the proposing release.] At an open meeting last week, the SEC voted, three to two, to propose new amendments to Rule 14a-8, the shareholder proposal rule. Under Rule 14a-8, a shareholder proposal must be included in a company’s […]
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Posted in Corporate Elections & Voting, ESG, Practitioner Publications, Securities Regulation
Tagged ESG, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Share Repurchases on Trial: Large-Sample Evidence on Market Outcomes, Executive Compensation, and Corporate Finances
Many in politics and the media question the economic efficacy and ethical provenance of share repurchases, a ubiquitous corporate financial activity. Most recently, the federal government’s proposed 2022 budget disclosed their aims to curb repurchase activity with a one percent tax on all repurchases and to bar executives from selling shares for three years after […]
Click here to read the complete postWest Virginia v. EPA Casts a Shadow Over SEC’s Proposed Climate-Related Disclosure Rule
The U.S. Supreme Court’s 6-3 decision in West Virginia v. EPA may call into question whether the U.S. Securities and Exchange Commission (“SEC”) has the legal authority to adopt and enforce its proposed climate-related disclosure rule. In its June 30, 2022 ruling, the Court limited the Environmental Protection Agency’s (“EPA”) ability to regulate greenhouse gas […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, EPA, ESG, Materiality, SEC, Securities regulation, Supreme Court, Sustainability, West Virginia v. EPA
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Digital Asset Securities Regulation: A Petition for Rulemaking from Coinbase
This post is based on a petition for rulemaking submitted to the SEC regarding Digital Asset Securities Regulation by Coinbase. Below is the text of a segment of the petition with minor adjustments to eliminate the correspondence-related parts. Coinbase Global, Inc. (“Coinbase”) is filing this petition with the U.S. Securities and Exchange Commission (“Commission” or […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Blockchain, Cryptocurrency, Financial regulation, Financial technology, Howey test, SEC, SEC rulemaking, Securities regulation
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The Single-Owner Standard and the Public-Private Choice
A fundamental question in corporate law is the nature of the stockholders’ ownership interest in the firm. Should a share of stock be viewed as a simple chattel, the value of which can be measured for all purposes by its trading price? Or should it be viewed as a partial claim on the firm as […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Capital structure, Delaware articles, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Ownership, Property rights
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Statement by Chair Gensler on Re-Proposed Amendments Regarding Exemption from National Securities Association Membership
Today, the Commission unanimously voted to re-propose amendments to Rule 15b9-1 regarding when broker-dealers are required to register with the Financial Industry Regulatory Authority (FINRA). These amendments would cause some of the most active participants in our equity and fixed-income markets to be required to register with FINRA. I was pleased to support these amendments […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Financial regulation, Financial technology, FINRA, High-frequency trading, SEC, Securities regulation
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Regulatory Instability for Proxy Advisory Firms
The latest developments in the SEC regulation of proxy advisory firms are good news for ISS and Glass Lewis, but they are a disappointment for proponents of conscientious and consistent rulemaking. The 2020 updates to proxy advisory rules were the result of a thorough process that was conducted by Commission staff across ten years and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Remarks by Chair Gensler at Center for Audit Quality “Sarbanes-Oxley at 20: The Work Ahead”
Thank you for the kind introduction. It’s good to be with the Center for Audit Quality. As is customary, I’d like to note I am speaking on behalf of myself and not on behalf of the Commission or the SEC staff. As I open my remarks today, I’d like to discuss a speech from a […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, Disclosure, Enron, FASB, Financial regulation, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities regulation
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