-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Proposed Amendments to the Shareholder Proposal Rules
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their proxy statements. Specifically, the proposed amendments would modify the standards for exclusion under the “substantial implementation,” the “duplication” and the […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, No-action letters, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on Proposed Amendments to the Shareholder Proposal Rules
Twitter v. Musk: Plaintiff’s Response to Defendant’s Counterclaim
Plaintiff Twitter, Inc. (“Twitter”), by and through its undersigned counsel, replies as follows to the Verified Counterclaims (the “Counterclaims”) of Elon R. Musk (“Musk”), X Holdings I, Inc., and X Holdings II, Inc. (each a “Defendant” and together, “Defendants” or the “Musk Parties”) as follows. Introduction Musk begins his answer to Twitter’s claims for breach […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Disclosure, Elon Musk, Materiality, Merger litigation, Mergers & acquisitions, Termination, Twitter
Comments Off on Twitter v. Musk: Plaintiff’s Response to Defendant’s Counterclaim
The Market for CEOs: Evidence from Private Equity
A wide range of research examines the market for CEOs and executive mobility in public companies while largely ignoring the market for CEOs in private equity funded companies. The research on public companies typically finds low levels of mobility for CEOs, particularly recently. For example, Cziraki and Jenter (2021) study CEO changes at S&P 500 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation, Private Equity
Tagged Executive Compensation, Executive turnover, Human capital, Labor markets, Management, Private equity
Comments Off on The Market for CEOs: Evidence from Private Equity
Second Circuit on Stating a Claim for Scheme Liability
On July 15, 2022, the U.S. Court of Appeals for the Second Circuit issued a decision holding that Lentell v. Merrill Lynch & Co., 396 F.3d 161 (2d Cir. 2005)—in which the court previously held that misstatements and omissions alone do not suffice for scheme liability under Rule 10b-5(a) and (c) of the federal securities […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate liability, Disclosure, Liability standards, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
Comments Off on Second Circuit on Stating a Claim for Scheme Liability
Delaware and Caremark: An Update
Recent Delaware decisions have reminded boards of directors of the obligation to make a good faith effort to put in place a compliance system designed to help ensure that their companies operate within the bounds of the law and that their products, services, and operations do not cause harm to consumers, community members, or the […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance & ethics, Corporate liability, Delaware cases, Delaware law, In re Caremark, Risk
Comments Off on Delaware and Caremark: An Update
Hidden Gems: Do Compensation Disclosures Reveal Performance Expectations?
Performance-based stock grant is an increasingly popular form of incentive pay for public firm CEOs in U.S. Under these grants, executives are expected to receive different levels of stock payments (“threshold,” “target,” or “maximum”), contingent on the firm’s meeting pre-specified hurdles by the end of the performance evaluation period. In 2006, the SEC announced new […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Disclosure, Earnings announcements, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Information environment, Pay for performance
Comments Off on Hidden Gems: Do Compensation Disclosures Reveal Performance Expectations?
Emerging Fraud Risks to Consider: ESG
Introduction Many audit committees are highly focused on the risk of financial statement fraud, but a case is growing for audit committees to expand their discussion of fraud risk to encompass a growing variety of environmental, social, and governance (ESG) issues. ESG-related topics increasingly appear on audit committee agendas and factor into financial reporting discussions, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Audit committee, Audits, Climate change, Corporate fraud, Cybersecurity, ESG, Greenwashing, Human capital, Risk, Risk oversight
Comments Off on Emerging Fraud Risks to Consider: ESG
Welcoming the Universal Proxy
On 17 November 2021, the US Securities and Exchange Commission (SEC) adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act of 1934 to require the use of “universal” proxy cards in all non-exempt director election contests at publicly traded companies in the US. The new rules contain only slight modifications […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy contests, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots
Comments Off on Welcoming the Universal Proxy
Does ESG Negative Screening Work?
Negative screening is broadly the process of finding and excluding stocks of companies, whose operations are seen as “unsustainable” from an environmental, social or a governance (ESG) standpoint (The U.S. SEC does not define a poor ESG stock. The European Sustainable Finance Disclosure Regulation (SFDR), on the other hand, defines a sustainability investment as “an […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility, Empirical Research, ESG, Institutional Investors
Tagged Corporate Social Responsibility, ESG, Firm performance, Institutional Investors, Reputation, Responsible investing
Comments Off on Does ESG Negative Screening Work?
SEC Reverses Aspects of Proxy Voting Advice Regulations
Summary On July 13, the SEC voted 3 to 2 (Commissioners Peirce and Uyeda dissenting) to adopt amendments to the rules governing proxy voting advice provided by proxy advisory firms. The 2022 Final Rule rescinds two sections of the rules governing proxy voting advice adopted by the SEC in July 2020. The 2022 Final Rule […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Disclosure, Proxy advisors, Proxy voting, Rule 14a-2, SEC, SEC rulemaking, Securities regulation, Shareholder voting
Comments Off on SEC Reverses Aspects of Proxy Voting Advice Regulations