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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Proxy voting, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder voting
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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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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Engagement, Environmental disclosure, ESG, Index funds, Institutional Investors, Materiality, Say on climate, Sustainability
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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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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, New York, Section 11, Securities Act, Securities fraud, Securities litigation, State law
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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 […]
Click here to read the complete postRemarks 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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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Information asymmetries, Insider trading, Investor protection, NBBO, Regulation NMS, Retail investors, Rule 10b-5-1, SEC, Securities regulation
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The Director’s Guide to Shareholder Activism
This post is divided into two principal parts. The introduction analyzes the most important current trends in shareholder activism. The chapters that follow take a longer-term perspective. We take an expansive view of shareholder activism. For many people, the phrase may conjure images of hedge funds waging proxy battles as they try to win control […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism
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President Biden Signs Executive Order on Addressing Climate Change Risk through Financial Regulation
On Thursday, May 20, 2021, US President Biden signed an Executive Order, entitled “Climate-Related Financial Risk” (Climate Risk EO), that sets the stage for the US federal government, including its financial regulatory agencies, to begin to incorporate climate-risk and other environmental, social and governance (ESG) issues into financial regulation. The Climate Risk EO further demonstrates […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Joe Biden, Risk, Risk management, Sustainability, Systemic risk
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Weekly Roundup: June 4–10, 2021
Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct Posted by Frank M. Placenti, Squire Patton Boggs LLP, on Friday, June 4, 2021 Tags: Boards of Directors, Capital formation, Class actions, Conflicts of interest, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs, Special purpose vehicles Commissioner Peirce and Commissioner Roisman’s Response to Chair Gensler’s and the Division of Corporation Finance’s […]
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