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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
ESG Scrutiny From the SEC’s Division of Examinations
In the run up to the 2020 presidential election, we had predicted that a Biden administration would usher in an era of heightened SEC scrutiny. We also anticipated that ESG (environmental, social and governance) and SRI (socially responsible investing) would become a priority for the SEC’s Division of Examinations (the “Exam Division”). For more on […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, ESG, SEC, SEC enforcement, Securities enforcement, Securities regulation, Sustainability
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Do Firms With Specialized M&A Staff Make Better Acquisitions?
Despite the importance of mergers and acquisitions (or just acquisitions for simplicity) for corporations and for the reallocation of capital within the economy, there is still considerable debate on whether firms create value for shareholders with these investments and why so many acquisitions appear to be unsuccessful. In an attempt to understand the drivers of […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Human capital, Mergers & acquisitions, Shareholder value, Takeover premiums
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House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements
The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24, 2021, the U.S. House Committee on Financial Services will hold a hearing regarding SPACs, direct listings, public offerings and investor protections […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Corporate liability, Financial reporting, Investor protection, Liability standards, Mergers & acquisitions, Safe harbor, SEC, Securities regulation, SPACs, US House
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Institutional Investor Survey 2021
Executive Summary We are delighted to publish Morrow Sodali’s sixth annual Institutional Investor Survey (IIS), which canvasses the views and opinions of more than a quarter of the world’s assets under management at a globally significant point in time. Against the backdrop of the COVID-19 pandemic, Environmental, Social and Governance (ESG) impacts at listed public […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Engagement, ESG, Institutional Investors, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Surveys, Sustainability
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Speech by Commissioner Roisman on Addressing Inevitable Costs of a New ESG Disclosure Regime
Putting the Electric Cart before the Horse: Addressing Inevitable Costs of a New ESG Disclosure Regime I. Introduction Thank you to Dan [Bigman] and the Corporate Board Member for inviting me to participate in today’s ESG Board Forum. Of course, the views I express here are my own and do not necessarily represent those of […]
Click here to read the complete postCommissioner Peirce and Commissioner Roisman’s Response to Chair Gensler’s and the Division of Corporation Finance’s Statements Regarding the Application of the Proxy Rules to Proxy Voting Advice
Today [June 1, 2021], Chair Gensler announced that he has directed the SEC staff to consider whether to recommend that the Commission revisit its recent regulatory actions taken with respect to proxy voting advice businesses and its longstanding interpretation of proxy solicitation. Additionally, the staff announced that it will not recommend an enforcement action against […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct
Without a doubt, the trendiest transactions on Wall Street during 2020 and the first half of 2021 were the formation of special purpose acquisition corporations (SPACs) and the follow-on mergers (known as “De-SPAC” transactions) that enable private companies to achieve public company status without the rigors, risks and expenses associated with traditional IPOs. Standard & […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Capital formation, Class actions, Conflicts of interest, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs, Special purpose vehicles
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Weekly Roundup: May 28–June 3, 2021
SEC Regulation of ESG Disclosures Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, May 28, 2021 Tags: Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability Getting Schooled: The Role of Universities in Attracting Immigrant Entrepreneurs Posted by Natee Amornsiripanitch (Yale), Paul A. Gompers (Harvard Business School), and Kaushik Vasudevan (Yale), on Friday, May […]
Click here to read the complete postStatement by SEC Chair Gensler on the Application of the Proxy Rules to Proxy Voting Advice
In September 2019, the Commission issued an interpretation and guidance addressing the application of the proxy rules to proxy voting advice businesses. Last July, the Commission adopted amendments to Rules 14a-1(l), 14a-2(b), and 14a-9 concerning proxy voting advice. I am now directing the staff to consider whether to recommend further regulatory action regarding proxy voting […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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