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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
Alarm.com and the Open Questions Regarding Trade Secret Claims Related To Usurpation of Corporate Opportunities
In a previous memorandum, we discussed a recent Texas Court of Appeals case which held that members of a Delaware LLC can contract around (i.e., waive) the general principle protecting against usurpation of corporate opportunities. See Patterson v. Five Point Midstream Funds I and II, L.P., Case No. 01-19-00-643-CV (Tex. App. Dec. 8, 2020). We […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Charter & bylaws, Confidentiality, Delaware cases, Delaware law, Inside information, Private equity, Securities litigation, Shareholders agreements, Trade secrets
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Key Corporate Governance Issues at Mid-Year 2021
Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic. Many of these issues are still top-of-mind as the “new normal” continues to evolve, and will continue to be prominent themes […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate purpose, Diversity, ESG, International governance, Sustainability
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Tone at the Bottom: Measuring Corporate Misconduct Risk from the Text of Employee Reviews
Numerous cases of corporate misconduct have emerged globally in recent years and caused large financial, reputational, and other damages for firms, their stakeholders, and even broader society. Managers’ and employees’ inherent tendency to commit such misconduct is deeply rooted in the operating and control environment of their organization. For example, Wells Fargo was caught in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Artificial intelligence, Compliance & ethics, Corporate culture, Inside information, Misconduct, Whistleblowers
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Phantom of the Opera: ETF Shorting and Shareholder Voting
In our recent paper, Phantom of the Opera: ETF Shorting and Shareholder Voting, we analyze the impact of the short-selling of exchange traded funds (ETFs) on shareholder voting of the underlying securities. We introduce a novel measure of the wedge created between the economic ETF ownership and the voting rights of ETF underlying shares, which […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors
Tagged Exchange-traded funds, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Short sales
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A New Angle on Cybersecurity Enforcement from the SEC
In recent years, companies across a wide range of industries have wrestled with the challenge of making appropriate disclosures about cybersecurity risks and vulnerabilities. Earlier this week, an SEC enforcement action, In the Matter of First American Financial Corp. (June 14, 2021) (“FAFC”), shed important new light on these cyber disclosure issues. Importantly, the case […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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The Board Diversity Census of Women and Minorities on Fortune 500 Boards
While stakeholders and shareholders increase demands for gender, racial, and ethnic diversity in the boardrooms of America’s companies, many forward-thinking boards recognize the benefits of such change. This business case for board diversity is not new and may no longer be forward-thinking. The protests over racial injustices and state legislative action on board composition in […]
Click here to read the complete postGensler Plans to “Freshen Up” Rule 10b5-1
[On June 7, 2021], in remarks before the WSJ’s CFO Network Summit, SEC Chair Gary Gensler scooped the Summit with news of plans to address issues he and others have identified in Rule 10b5-1 plans. Problems with 10b5-1 plans have long been recognized—including by former SEC Chair Jay Clayton—so it will be interesting to see […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Inside information, Insider trading, Rule 10b-5-1, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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Weekly Roundup: June 18–24, 2021
Sidley Sends Formal Comment Letter on the SEC’s Universal Proxy Proposal Posted by Kai H.E. Liekefett, Derek Zaba, and Beth E. Berg, Sidley Austin LLP, on Friday, June 18, 2021 Tags: Boards of Directors, Institutional Investors, Proxy access, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder value, Universal proxy ballots Do UK and EU Companies Lead US Companies in ESG Measurements in Incentive […]
Click here to read the complete postPrepared Remarks by SEC Chair Gensler at London City Week
Thank you for that kind introduction, Anthony. As is customary, I’d like to note that I’m not speaking on behalf of my fellow Commissioners or the SEC staff. I’m honored to be speaking again at London City Week. It’s been eight years since I last spoke here. That was about benchmark interest rates and the […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Climate change, Environmental disclosure, Human capital, International governance, LIBOR, SEC, SEC rulemaking, Securities regulation, Sustainability, Transparency
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