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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
Memo to Corporate Directors: Three Lessons from the Exxon-Mobil Activist Victory
Exxon-Mobil spent $35 million, added new directors, and made promises to do better, all in an effort to defeat the dissident slate nominated by activist fund Engine No. 1. It failed, and, at this writing, Exxon-Mobil has lost at least two seats on the board of directors and votes for two others were still being […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Shareholder activism, Shareholder voting, Sustainability
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Testimony by SEC Chair Gensler Before the Subcommittee on Financial Services and General Government
Good afternoon, Chairman Quigley, Ranking Member Womack, and members of the Subcommittee. I’m honored to appear before you today for the first time as Chair of the Securities and Exchange Commission. Thank you for inviting me to testify on the agency today. Before I begin, I’d like to note that my views are my own, […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Cryptocurrency, Financial technology, Investor protection, IPOs, Mergers & acquisitions, Private funds, SEC, Securities regulation, SPACs
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Shareholder Activism and ESG: What Comes Next, and How to Prepare
The recent successes of shareholder activists against Big Oil this proxy season are one of many signs of mounting and effective pressure from investors on public companies to enhance their performance and disclosures on environmental, social, and governance (ESG) criteria. As ESG rises in prominence among investors, activist shareholders have at their fingertips new and […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Shareholder activism, Shareholder voting, Sustainability
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Getting Schooled: The Role of Universities in Attracting Immigrant Entrepreneurs
Immigrants play a vital role in innovation activities and entrepreneurship. Given the substantial contribution of immigrants in these areas, a set of natural questions arise: what are the pathways that high-skilled immigrants take to arrive in the United States and how has the importance of these pathways changed over time? What are important institutions that […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Entrepreneurs, Human capital, International governance, Labor markets, Social capital, Social networks, Tech companies, Venture capital firms
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SEC Regulation of ESG Disclosures
The U.S. Securities and Exchange Commission has indicated that ESG disclosure regulation will be a central focus of recently confirmed SEC Chair Gary Gensler’s tenure. At the top of the agenda is climate change disclosure, and the Commission is taking steps toward broader reform. Then-Acting Chair Allison Herren Lee announced in March that the SEC […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Weekly Roundup: May 21–27, 2021
Caremark Developments and the Imperative of Regular Risk Review Posted by William Savitt, Wachtell, Lipton, Rosen & Katz, on Friday, May 21, 2021 Tags: Board oversight, Boards of Directors, Caremark, Compliance & ethics, Director liability, Liability standards, Oversight, Risk, Risk disclosure, Risk oversight, Securities litigation Does Common Ownership Really Increase Firm Coordination? Posted by Katharina Lewellen (Dartmouth College) and Michelle Lowry (Drexel University), on Friday, May 21, 2021 Tags: Antitrust, Blockholders, Common […]
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Executive Summary In July 2020, the Securities and Exchange Commission (SEC) adopted a final Proxy Advisor Rule, establishing principles governing the conduct of proxy advisory firms, which help institutional investors execute voting on shareholder matters and advise them on how to vote their shares. The commission acted in response to growing concerns that two relatively […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Glass Lewis, Institutional Investors, ISS, Pension funds, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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From Man vs. Machine to Man + Machine: The Art and AI of Stock Analyses
Since its inception and as it rises, artificial intelligence (AI) constantly makes human beings rethink their own roles. Concerns abound that AI could replace human tasks and increasingly skilled ones, and thus displace jobs by those currently performed by the better-paid and better-educated workers. The existing literature has mostly focused on characterizing the type of […]
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Posted in Academic Research, Empirical Research
Tagged Algorithmic trading, Artificial intelligence, Financial technology, Information asymmetries, Information environment, Innovation, Stock analysts
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Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to Close
In Snow Phipps v. KCAKE Acquisition, the Delaware Court of Chancery ordered the buyer (Kohlberg) to close on its $550 million agreement to purchase DecoPac, a cake decorations supplier. In doing so, the court easily rejected the buyer’s claims that the COVID-19 pandemic resulted in a material adverse effect (“MAE”) and that the steps taken […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, COVID-19, Delaware cases, Delaware law, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Private equity
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Speech by Commissioner Lee on Myths and Misconceptions about “Materiality”
Thank you, Neil [Stewart] for the introduction and for having me today as you discuss the important and timely topic of climate and ESG disclosures. I very much look forward to hearing from Janine [Guillot] and Julie [Bell Lindsay]. You both bring years of experience and significant expertise to these issues, and your organizations, SASB […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, Regulation S-K, SEC, Securities regulation, Sustainability
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