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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Limiting SPAC-Related Litigation Risk: Disclosure and Process Considerations
Introduction 2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total gross proceeds of over $83 billion) and 66 deSPAC transactions, as compared with 2019’s 59 SPAC IPOs (raising approximately $13.6 billion in gross […]
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Posted in Accounting & Disclosure, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Disclosure, Equity offerings, Institutional Investors, IPOs, Mergers & acquisitions, Public firms, SEC, Securities regulation, SPACs
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ESG Disclosure – Keeping Pace with Developments Affecting Investors, Public Companies and the Capital Markets
Not long ago, the title of this statement would have needed to unpack “ESG” into Environmental, Social and Governance. That ESG no longer needs to be explained illustrates how important these issues have become to today’s investors, public companies and capital markets. It also illustrates the pace of ESG developments. There remains substantial debate over […]
Click here to read the complete post2020 Say on Pay & Proxy Results
Our first Say on Pay and Proxy Results report of the 2020 proxy season included four predictions for voting trends. At that time, it was difficult to estimate the impact that COVID-19 would have on 2020 corporate performance and compensation programs (and significant uncertainty still exists). Compensation-related actions in response to COVID-19 will be a […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Management, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Board Priorities for 2021 Abound Amid Slow Economic Recovery
Board members are reconsidering their oversight priorities after a tumultuous 2020 and slow economic recovery. For many, this means navigating some level of financial difficulty that will take a combination of outside capital, resourcefulness and innovation to overcome. For others, it means focusing on emerging or elevated risks and opportunities impacting corporate strategy execution. Concurrently, shareholders, […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Mergers & Acquisitions, Practitioner Publications
Tagged Board leadership, Boards of Directors, Corporate culture, COVID-19, Disclosure, Diversity, ESG, Human capital, Mergers & acquisitions, Shareholder value, Surveys
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Trusting What You Can’t See: Audit Oversight and the PCAOB
I thought about a number of possible topics for the discussion today. I considered talking about the relationship between the SEC and the PCAOB. There’s also the role, if any, of the auditor in providing assurance on non-GAAP and ESG metrics and the possible role of the PCAOB in leading the discussion. I think it […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Accounting, Accounting standards, Audits, Bebchuk v. Electronic Arts, Disclosure, Enron, Sarbanes–Oxley Act
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Weekly Roundup: March 5–11, 2021
A Survey of Sustainability Disclosures by Small and Mid-Cap Companies Posted by Granville Martin (Society for Corporate Governance), Maia Gez (White & Case LLP), and Dov Gottlieb (White & Case LLP), on Friday, March 5, 2021 Tags: Disclosure, Environmental disclosure, ESG, Human capital, Stakeholders, Surveys, Sustainability Statement by Commissioners Peirce and Roisman on the SEC’s Enhanced Climate Change Efforts Posted by Hester M. […]
Click here to read the complete postTop Governance & Stewardship Issues in 2021
Key Takeaways Protests in 2020 that swept across the US have cast a spotlight on levels of racial and ethnic diversity of corporate directors, C-suite executives and corporate workforces. Progress on racial and ethnic diversity on US corporate boards has been slow, and there is even less diversity in C-suites from which many director candidates […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, ESG, Institutional Investors, Proxy advisors, Shareholder proposals, Shareholder voting, SPACs, Stewardship, Sustainability
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SEC Will Aggressively Scrutinize Issuer’s Climate Change Disclosure
On February 24, 2021, SEC acting chair Allison Herren Lee announced that she has directed the Division of Corporation Finance to enhance its focus on climate-related disclosures in its reviews of corporate filings. This follows the SEC’s announcement on February 1, 2021 of the appointment of its first-ever senior policy advisor for ESG issues. Acting chair Lee has asked […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Regulation S-K, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Sustainability
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Recent Trends In Securities Class Action Litigation
In this year’s update to NERA’s annual study, “Recent Trends in Securities Class Action Litigation”, we analyze trends in securities class action filings and resolutions based on activity through 2020. Highlights from this year’s report include: Since the first COVID-19-related lawsuit in March 2020, 32 additional filings have included COVID-19-related claims in their complaints. There […]
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Posted in Court Cases, ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged #MeToo, Attorneys' fees, Class actions, COVID-19, Cybersecurity, Environmental disclosure, ESG, Rule 10b-5, Securities litigation, Settlements
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Speech by Commissioner Crenshaw on Moving Forward Together – Enforcement for Everyone
I want to thank the Council of Institutional Investors for inviting me today [March 9, 2021]. You are tireless advocates for investors and staunch proponents of good corporate governance. The agenda for this year’s meeting covers a number of timely topics that are top of mind for me as well—from the impact of COVID-19 on […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Corporate culture, Incentives, Investor protection, Misconduct, SEC, Securities fraud, Securities litigation, Securities regulation
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