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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
Financial Regulation, Corporate Governance, and the Hidden Costs of Clearinghouses
Recent financial market events have splashed onto the front pages of newspapers the often-overlooked plumbing found in those markets: the clearinghouses that handle trillions of dollars’ worth of securities and derivatives trades. During the Robinhood and GameStop events, the National Securities Clearing Corporation, a securities clearinghouse, played a critical role when it required Robinhood to provide […]
Click here to read the complete postComment by Commissioners Peirce and Uyeda on the Financial Accounting Foundation Draft Strategic Plan
Thank you for the opportunity to comment on the Strategic Plan Draft for Public Comment (“Draft Plan”) of the Financial Accounting Foundation (“FAF”). We share the FAF’s commitment to independent, objective standard-setting for financial accounting and reporting. High quality financial accounting and reporting standards are central to the success of the United States’ capital markets. […]
Click here to read the complete postInclusive Culture and DE&I: Gold Medal Boards Take the Lead
Around the globe, diversity, equity, and inclusion (DE&I) has grown to become a critically important boardroom topic given the increasing focus by legislatures, regulatory bodies, stock exchanges, investors, and the general public. Many of these stakeholders have enhanced their expectations around DE&I because of the growing body of research that shows improving DE&I results in […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Corporate culture, Diversity, ESG
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Name That Boon: SEC Proposes Rules on ESG Fund Names & Disclosures
On May 25th, the SEC proposed two rules that seek to provide the market with greater clarity on how funds incorporate ESG factors into their investment activities. While the SEC’s prosed rules are directed at investment companies and mutual funds, other companies are likely to be impacted as well. The proposed rules were also released […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Genuine Commitment and Explicit Net Zero Targets
As pressure mounts from stakeholders, sustainability has never been a bigger focus for boards. Investors, lawmakers, regulators, employees, and customers are all focused on sustainability, and often wonder if the board is doing enough to set up the company for long-term success in an increasingly sustainability-minded environment. Around the world—from regulators in Europe to the […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board leadership, Boards of Directors, Climate change, ESG, Stakeholders, Sustainability
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A Jam-Packed Spring 2022 Agenda for the SEC
The SEC has posted its Spring 2022 Reg-Flex agenda and it’s crammed with pending and new rulemakings—and they’re all going to be proposed or adopted in October! (Ok, admittedly, that’s an exaggeration, but not much of one.) Here is the short-term agenda and here is the long-term agenda. According to SEC Chair Gary Gensler, the […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Board composition, Cybersecurity, Disclosure, Diversity, ESG, Human capital, SEC, SEC rulemaking, Securities regulation, SPACs
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ESG Disclosure Trends in SEC Filings
The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission (“SEC”) proposing rules that would mandate comprehensive climate change disclosures and integrate key aspects of sustainability reporting with annual reports. Against this backdrop, White & Case surveyed the SEC filings of 50 companies in the […]
Click here to read the complete postLessons from the Goldstein Opinion
Vice Chancellor Laster’s recent opinion in Goldstein v. Denner provides a useful reminder of the importance of documenting board meetings, updates, and communications in formal corporate board documents, as they will likely later be part of the record on any motion to dismiss in a direct or derivative action. This reminder is especially important when […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Delaware cases, Delaware law, DGCL Section 220, Discovery, Merger litigation, Mergers & acquisitions, Securities litigation
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Statement by Commissioner Peirce on Proposed Amendments to Rule 14a-8
I. Introduction Thank you, Mr. Chair. As you just heard, this recommendation concerns Exchange Act Rule 14a-8, the rule that governs when public companies must include shareholder proposals in their proxy statements. We last amended this rule less than two years ago and have yet to experience a full proxy season with these changes in […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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