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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
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 […]
Click here to read the complete postPrinciples for Board Governance of Cyber Risk
Accelerating digitalization puts new pressures on companies to overhaul their business models and, indeed, fundamentally reimagine how they conduct business. Given that companies are increasingly judged on how well they protect their own information as well as the data entrusted to them by customers and partners, cybersecurity and cyber resilience have become vital concerns for […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight
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Cash-for-Information Whistleblower Programs: Effects on Whistleblowing and Consequences for Whistleblowers
Cash-for-information whistleblower programs have gained momentum as a regulatory tool to enforce corporate misconduct. Yet, little is known about how financial incentives affect whistleblowers’ decisions to report potential misconduct to authorities. Similarly, there is no large-sample evidence on the consequences for whistleblowers under these programs. We study these questions using over 5,000 whistleblower lawsuits brought […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate fraud, DOJ, Incentives, Misconduct, Securities enforcement, Whistleblowers
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Private Sector Implications of Biden’s Executive Order on Climate-Related Financial Risk
The Biden Executive Order on Climate-Related Financial Risk (the Executive Order) is the latest significant step by the Administration to analyze and mitigate the risks that climate change poses to the U.S. economy, businesses, workers and the financial system. It aims to advance the Biden Administration’s policy of promoting disclosure of climate-related financial risk, mitigating […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Climate change, DOL, Environmental disclosure, ERISA, ESG, FSOC, Joe Biden, Risk, Risk disclosure, Risk management, Sustainability
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Remarks by SEC Chair Gensler at the CFO Network Summit
Thank you, Jean, for that kind introduction and for your question. Before I answer, as is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow Commissioners or the staff. Your question is particularly relevant for this audience. I welcome the opportunity to share […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Information asymmetries, Inside information, Insider trading, Investor protection, Rule 10b-5, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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How Informative Is the Text of Securities Complaints?
Much of the research in law and finance reduces long, complex texts down to a small number of variables. Prominent examples of this practice include the coding of corporate charters as an entrenchment index and characterizing dense securities complaints by using the amount at issue, the statutes alleged to have been violated, and the presence […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Artificial intelligence, Market reaction, Securities enforcement, Securities litigation, Settlements
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Statement by Commissioner Peirce and Commissioner Roisman on The Commission’s Actions Regarding the PCAOB
Today [June 4, 2021], the Commission removed William D. Duhnke III from the Public Company Accounting Oversight Board (PCAOB) and announced that it will seek candidates to fill all five seats on the PCAOB, including those that are currently occupied by members whose terms have not ended. We have serious concerns about the hasty and […]
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Posted in Accounting & Disclosure, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, PCAOB, Sarbanes–Oxley Act, SEC, Securities regulation
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Pandemic Risk and the Interpretation of Exceptions in MAE Clauses
The MAE cases arising from the COVID-19 pandemic have focused attention on the exceptions found in typical MAE definitions. As is well known, such definitions commonly except from the definition events related to certain systematic risks, such as changes in business, market or industry conditions, changes in law, or force majeure events. Cases such as […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Adverse effects, COVID-19, Materiality, Mergers & acquisitions, Risk, Risk disclosure
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