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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
SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude shareholder proposals from their proxy statements. The proposed amendments would make it harder for companies to exclude shareholder proposals based on the […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ESG, Institutional Investors, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Back to Basics: Board Committees
Topics such as cybersecurity, human capital, climate, and political contributions that are associated with the seemingly limitless umbrella of “environmental, social, and governance” (ESG) are becoming standing items on many board agendas. This growing and ever-evolving list of issues that companies are expected to effectively manage is causing many boards to consider what it may […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board dynamics, Board oversight, Board performance, Boards of Directors, Compensation committees, Risk oversight, Surveys
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Amendments to Form 13F
On June 23, 2022, the Securities and Exchange Commission (SEC) adopted certain amendments to Form 13F (the Adopting Release) that will become effective at the beginning of 2023. Eliminating Paper Filing and Mandating Electronic Filing for Confidential Treatment Requests Pursuant to Section 13(f) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Form 13F, Fund managers, Institutional Investors, Investment advisers, SEC, Securities regulation
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SEC Expects to Issue Final Clawback Regulations by October ’22
Introduction and Background The U.S. Congress approved the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010. One of Dodd-Frank’s key executive compensation provisions requires that all listed companies adopt and disclose a policy for the recoupment of incentive compensation, from its current and former executive officers, in the event a company is […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Clawbacks, Dodd-Frank Act, Executive Compensation, Restatements, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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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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