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HLS Faculty & Senior Fellows
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
Chalking Up a Victory for Deal Certainty
Last Friday [April 30, 2021], soon-to-be Chancellor McCormick issued a decision in Snow Phipps Group, LLC v. KCake Acquisition, Inc. that ordered the defendant buyers to specifically perform their agreement to acquire DecoPac Holdings, Inc. (“DecoPac” or the Company), which sells cake decorations and technology for use in supermarket bakeries. The 125-page decision, which opens […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Keynote Address by Commissioner Crenshaw on Minding the Data Gaps
Good afternoon. It’s great to be here at the annual Conference on Financial Market Regulation. I’ve enjoyed the discussions so far, and I am looking forward to hearing more. And I want to welcome Jessica Wachter, our new Chief Economist, to the SEC. I am very pleased that you are joining us, and I am […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Audit trail, Disclosure, Form CRS, Information asymmetries, Information environment, Investor protection, Regulation Best Interest, Regulation D, SEC, Securities regulation
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Human Capital Disclosure: What Do Companies Say About Their “Most Important Asset”?
We recently published a paper on SSRN, Human Capital Disclosure: What Do Companies Say About Their ‘Most Important Asset? that examines corporate human capital disclosure choices following the SEC’s revision of Regulation S-K items last year. Over 20 years ago, McKinsey penned a famous piece called the “War for Talent,” which argued that corporate success in […]
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Posted in Academic Research, Boards of Directors, ESG, Executive Compensation
Tagged Compensation disclosure, Compensation ratios, Decision-making, Diversity, Equity-based compensation, ESG, Executive Compensation, Human capital, Labor markets, Management, Stakeholders
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Mitigating SPAC Enforcement and Litigation Risks
The meteoric rise in the use of special purpose acquisition companies (SPACs)—with more than $98 billion raised in over 300 deals year-to-date alone—has prompted increased government scrutiny of, and civil litigation involving, SPACs and their sponsors, directors, officers, and affiliates. SPAC-related civil litigation is heating up in U.S. state and federal courts, and the Securities […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, SPACs, Special purpose vehicles
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The Lipton Archive
Last week, the University of Pennsylvania Carey Law School, and its Institute for Law and Economics, unveiled a new affiliated website, “The Lipton Archive.” The Lipton Archive is a living corporate law and governance history site focusing on the thought leadership of Martin Lipton of Wachtell, Lipton, Rosen & Katz. The website has a searchable […]
Click here to read the complete postWhich Corporate ESG News Does the Market React To?
In a recent paper, we use a unique dataset that tracks daily ESG news across thousands of companies and examine to which ESG news the investors react to and why. This question is an important one as ESG related news can be found every day for hundreds of companies as events unfold, and as the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, ESG
Tagged Artificial intelligence, Disclosure, Environmental disclosure, ESG, Market reaction, Reputation, SASB
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SEC Considering Heightened Scrutiny of Projections in De-SPAC Transactions
One of the most noteworthy developments in M&A transactions in 2020 and 2021 has been a significant increase in the number of private companies combining with special purpose acquisition companies, or “SPACs,” resulting in the formerly private company becoming a public company (such combinations are commonly referred to as “de-SPAC transactions” or “de-SPACs”). In the […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, IPOs, Mergers & acquisitions, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, SPACs
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FinCEN Seeks Public Comment on the Corporate Transparency Act’s Beneficial Owner Reporting Requirements
On April 5, 2021, the Financial Crime Enforcement Network (FinCEN), the enforcement arm of the United States Treasury, issued an Advance Notice of Proposed Rulemaking (Notice) seeking comment on the implementation of the Corporate Transparency Act (Act). FinCEN posed 48 questions to the public regarding the Act, a bill that Congress enacted in January 2021. […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Accounting, Banks, Beneficial owners, Corporate Transparency Act, Disclosure, Financial institutions, Financial regulation, Financial reporting, FinCEN, LLCs, Money laundering
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Do ESG Funds Make Stakeholder-Friendly Investments?
In March 2021, the SEC created a new Climate and ESG Task Force to proactively identify misconduct related to ESG investing. This taskforce was created out of the SEC’s concern that asset managers may be misleading investors by marketing certain funds as ESG-friendly but not making investment decisions consistent with such marketing. This concern is […]
Click here to read the complete postMateriality: The Word that Launched a Thousand Debates
The legal concept of “materiality” is foundational to the corporate disclosure regime in the US. It provides the conceptual basis for the disclosure of certain information used by investors in making voting and investment decisions. At the Sustainability Accounting Standards Board (SASB), we have often referred to “financial materiality” as a guiding principle for our […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accounting, Accounting standards, Environmental disclosure, ESG, Materiality, SASB, Stakeholders, Sustainability
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