Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand”

The Michael Jordan reason for staying out of politics—”Republicans buy sneakers, too”—is no longer an option. There is no question whether corporations and their CEOs will take political positions; the only question is what those positions will be and how they are decided on and communicated. Every public company makes asset allocations that include campaign […]

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How the Robinhood IPO is Different

Robinhood is a wildly popular discount broker/dealer whose specialty is providing easy entry into the addictive world of day trading for the newcomers it creatively recruits into the exciting world of equity trading. When Robinhood goes public, these new inductees to U.S. capital markets are about to find out how much the playing field is […]

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Proxy Season: Early Highlights and Emerging Themes

The COVID-19 pandemic, volatile market conditions, and increasing stakeholder attention to a range of environmental and social topics made 2020 a remarkably difficult year for many public companies. 2021 will bring new challenges, as major investors and proxy advisors signal enhanced scrutiny of director nominees and executive compensation programs, as well as more openness to […]

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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , | Comments Off on Proxy Season: Early Highlights and Emerging Themes

SEC Examinations Risk Alert: Compliance Issues in ESG investing

The release of this SEC Division of Examination Risk Alert dramatically increases the velocity with which compliance and controls must be expanded to cover ESG-related activity. Firms that engage in ESG investing should review their current compliance controls in light of the compliance weaknesses outlined by the SEC, with particular focus on the accuracy of […]

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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | Comments Off on SEC Examinations Risk Alert: Compliance Issues in ESG investing

Peer Effects in Corporate Governance Practices: Evidence from Universal Demand Laws

Corporations that share board members with other firms tend to have similar corporate governance practices. But this commonality is difficult to interpret. It may reflect peer effects, where governance practices propagate from one firm to another. Alternatively, it may reflect selection effects, where firms with similar preferences self-select into linked groups. Specifically, associations between corporate […]

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UK Proposals to Reform Listing Rules to Attract SPACs and Technology Companies

Key takeaways: The recent UK Listing Review has proposed changes to the UK’s listing rules and prospectus regime. This is seen as a positive step in bringing the UK equity market in line with more attractive non-UK financial centres, particularly the US. One of the key recommendations is to relax rules for special purpose acquisition […]

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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation | Tagged , , , , , , , | Comments Off on UK Proposals to Reform Listing Rules to Attract SPACs and Technology Companies

Proxy Preview 2021

Proponents have filed at least 435 shareholder resolutions on environmental, social and sustainability issues for the 2021 proxy season, with 313 pending as of February 19. Securities and Exchange Commission (SEC) staff have allowed the omission of 24 proposals so far in the face of company challenges; companies have lodged objections to at least 74 […]

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Corporate Governance Update: “Materiality” in America and Abroad

The concept of materiality is a bedrock feature of American securities law and regulation. It informs the way investors think, talk, and transact, the way lawyers advise their clients, and the way legislators and regulators draft and enforce federal mandates. The working definition of materiality in the United States, which has served corporate America well […]

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Posted in Comparative Corporate Governance & Regulation, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | 2 Comments

Lazard’s Q1 2021 Review of Shareholder Activism

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Posted in Boards of Directors, ESG, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , | Comments Off on Lazard’s Q1 2021 Review of Shareholder Activism

Weekly Roundup: April 23–29, 2021

Recent SPAC Shareholder Suits in New York State Courts: The Beginning Wave of SPAC Litigation Posted by Douglas A. Rappaport, Jacqueline Yecies, and Stephanie Lindemuth, Akin Gump Strauss Hauer & Feld LLP, on Friday, April 23, 2021 Tags: IPOs, Merger litigation, Mergers & acquisitions, New York, Shareholder suits, SPACs, State law Stakeholder Syndrome: Does Stakeholderism Derail Effective Protections for Weaker Constituencies? Posted by […]

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