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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Anticipating Harassment: #MeToo and the Changing Norms of Executive Contracts
Two years ago, the #MeToo movement exposed the problem of sex-based misconduct by powerful employees, particularly CEOs. It also revealed, in some companies, an organizational culture seemingly permissive of such wrongdoing. In many instances, the misconduct went on for extended periods, involved numerous victims, and was an open secret among corporate officers and directors. Companies […]
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Posted in Academic Research, Empirical Research, ESG
Tagged #MeToo, Compliance & ethics, Corporate liability, Diversity, ESG, Human capital, Management, Misconduct, Reputation
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Surge in SPACtivity Leads to Litigation and Regulatory Risks
Introduction Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange Commission (SEC). In recent days, Reuters reported that the SEC opened an inquiry seeking information on how underwriters are managing […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, IPOs, Merger litigation, Mergers & acquisitions, SEC, Securities litigation, Securities regulation, SPACs
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When Disclosure Is The Better Part of Valor: Lessons From The AT&T Regulation FD Enforcement Action
On March 5, 2021, the US Securities and Exchange Commission (SEC) announced that it had charged AT&T, Inc. with “repeatedly violating” Regulation Fair Disclosure (Reg FD) in 2016. In addition to charges against the company, the SEC charged three members of AT&T’s investor relations (IR) department with “aiding and abetting” the alleged Reg FD violations. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Inside information, Materiality, Regulation FD, SEC enforcement, Securities enforcement, Securities regulation
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Integrating Sustainability and Long Term Planning for the Biopharma Sector
Executive Summary Corporate leaders and institutional investors are looking for effective, efficient, and decision-useful information about long-term business strategy, and how it connects with the most important environmental, social, and governance (ESG) issues in each sector. This need is driven by many trends in management, capital markets, regulation, and civil society, two of which stand […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Stakeholders, Sustainability
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Statement by Commissioner Peirce on Rethinking Global ESG Metrics
Many advocates behind the global environmental, social, and governance movement argue that prosperity alone is not a sufficient measure of society’s progress, a position that I believe is unassailable. The challenge we face in addressing the ever-increasing number of issues underlying E, S, and G is daunting. The task before us is to find a […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Environmental disclosure, ESG, Firm performance, International governance, SEC, SEC rulemaking, Securities regulation, Sustainability
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Interest in SPACs is Booming…and So is the Risk of Litigation
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape. If 2020 was the “year of the SPAC,” 2021 may be the year of SPAC litigation. SPACs—Special Purpose Acquisition Companies—are publicly traded companies launched as vehicles […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Capital formation, Merger litigation, Mergers & acquisitions, Proxy disclosure, SEC, SEC enforcement, Securities litigation, SPACs
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Weekly Roundup: April 9–15, 2021
Sustainable Investing in Equilibrium Posted by Lubos Pastor (University of Chicago), Robert F. Stambaugh (The Wharton School), and Lucian A. Taylor (The Wharton School), on Friday, April 9, 2021 Tags: Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Sustainability Statement by Acting Director Coates on SPACs, IPOs and Liability Risk under the Securities Laws Posted by John C. Coates, […]
Click here to read the complete postStatement on Accounting and Reporting Considerations for Warrants Issued by SPACs
Introduction In a recent statement, Acting Chief Accountant Paul Munter highlighted a number of important financial reporting considerations for SPACs. Among other things, that statement highlighted challenges associated with the accounting for complex financial instruments that may be common in SPACs. Additionally, CF staff also issued a recent statement highlighting key filing considerations for SPACs. […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Financial reporting, Investor protection, Mergers & acquisitions, Regulation FD, SEC, Securities regulation, SPACs, Special purpose vehicles
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Five Facts About Beliefs and Portfolios
Why do investors allocate their portfolios as they do? What causes them to change their minds and trade in their portfolios? These are critical questions in the field of macro finance. And central to answering them is understanding the role of expectations: what investors believe about future market returns and risks, how their beliefs vary […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Decision-making, Index funds, Institutional Investors, Investor horizons, Long-Term value, Macroeconomics, Market reaction, Short-termism, Surveys
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Moving Cautiously on ESG Incentives in Compensation
Since the Business Roundtable’s 2019 call for greater attention to all stakeholders, corporate boards have been elevating environmental, social, and governance issues in their discussions. Last summer’s widespread protests over racial injustice put extra attention to diversity, equity, and inclusion (DE&I) issues. Boards have begun the difficult work of determining which ESG goals are especially […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Accounting, Diversity, Environmental disclosure, ESG, Executive Compensation, Human capital, Incentives, Pay for performance, Performance measures, Sustainability
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