Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Federal Corporate Law and the Business of Banking

It is a bedrock (though still controversial) principle of American business law that corporate formation and governance are the province of state, not federal, law. But for more than a century and a half there has been one giant exception to this basic principle of American federalism: around 1,200 national banks, which hold $13 trillion […]

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NYSE Amends Related Party Transaction Approval Requirements

The New York Stock Exchange (“NYSE”) recently amended its rules regarding related party transaction approval requirements. As amended, Section 314.00 of the NYSE Listed Company Manual (“Section 314.00”) now requires a company’s audit committee or another independent body of a company’s board of directors to review in advance all “related party transactions” that must be […]

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Opportunities for Postdoctoral and Doctoral Corporate Governance Fellows

The Program on Corporate Governance at Harvard Law School (HLS) is pleased to announce that it is seeking applications from highly qualified candidates who are interested in working with the Program as Post-Doctoral or Doctoral Corporate Governance Fellows. Applications are considered on a rolling basis, and the start date is flexible. Appointments are commonly for […]

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Statement by Commissioner Peirce and Commissioner Roisman on Chair Gensler’s Regulatory Agenda

Last Friday, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Action (“Agenda”), which includes the SEC Chair’s Agenda. While there are important and timely items on the list, including rules related to transfer agents and government securities alternative trading systems, the Agenda is missing some other […]

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Wachtell Lipton’s Spin-Off Guide

A spin-off involves the separation of a company’s businesses through the creation of one or more separate, publicly traded companies. Spin-offs have been popular because many investors, boards and managers believe that certain businesses may command higher valuations if owned and managed separately, rather than as part of the same enterprise. An added benefit is […]

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Vanguard Insights on Evaluating Say on Climate Proposals

“Say on Climate” proposals encourage companies to disclose climate-related risks, targets, and transition plans in line with the reporting framework created by the Task Force on Climate-related Financial Disclosures (TCFD), a framework that Vanguard supports. By enabling shareholders to vote on these disclosures, companies gather important feedback on how their climate strategies relate to the […]

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SEC Approves Nasdaq Rule Change Allowing Direct Listings with a Capital Raise

In our prior article on the latest and greatest in direct listings, we noted that we were expecting that Nasdaq would follow the NYSE’s lead to allow for capital raising concurrently with a direct listing. On May 19, 2021, and after a number of back-and-forth proposals, the U.S. Securities and Exchange Commission approved a proposed Nasdaq rule change to allow for […]

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New York Appellate Division, First Department Gives Green Light to First Post-Cyan Case

On April 29, 2021, a four-judge panel of the New York Appellate Division, First Department, held in Chester County Employees Retirement Fund v. Alnylam Pharmaceuticals, Inc., 2020-04534, 2021 WL 1679511 (1st Dep’t 2021), that an investor plaintiff sufficiently alleged violations of the Securities Act of 1933 (Securities Act) to survive a motion to dismiss. This is […]

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Second Circuit Reaffirms that Confidentiality Agreements Can Create a Relationship of Trust for Insider Trading Purposes

The question of whether and when a party can trade in securities when subject to an NDA is one that market participants frequently face. Recently, in United States Chow, 993 F.3d 125 (2d Cir. 2021), the Second Circuit offered important guidance on this topic when it affirmed the insider trading conviction of the managing director […]

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Remarks by SEC Chair Gensler at the Meeting of SEC Investor Advisory Committee

Good morning. Thank you Jennifer, Heidi, and all the committee members for having me. I enjoyed meeting with members of the Executive Committee yesterday and am thrilled to meet the whole committee for the first time. I’m grateful for the members’ time and willingness to represent the interests of American investors. I know this committee […]

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