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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
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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Board Practices Quarterly: 2021 Boardroom Agenda
This post identifies some of the key areas and trends expected to be on boardroom agendas this year, according to a December 2020 survey of in-house members of the Society for Corporate Governance. These areas look beyond perennial agenda items, such as strategy and risk, and instead focus on new and emerging topics as many […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, COVID-19, Disclosure, Diversity, ESG, Human capital, Surveys
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SEC Brings Regulation FD Enforcement Action
On Friday, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in order to bring their consensus revenue views more into line with the company’s own internal estimates. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Inside information, Insider trading, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Call to Action on Sustainable Corporate Governance
As leaders in business, investment and financial institutions, and academia we welcome and encourage efforts in jurisdictions around the world to take action to embed the concept of sustainable development in corporate governance law, codes and initiatives. Business sustainability, sustainable finance, corporate purpose and long-term value creation must begin with company boards and the systems […]
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Thank you for the invitation and opportunity to appear before you today. I represent Ceres, a nonprofit organization working with investors and companies to build sustainability leadership within their own enterprises and to drive sector and policy solutions throughout the economy. Through our membership networks of more than 100 companies and almost 200 investors with […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Securities regulation, Sustainability, Systemic risk, US House
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House of Representatives Testimony on Climate Change and Social Responsibility
Thank you for the opportunity to testify at today’s hearing. My name is James Andrus, and I am an Investment Manager for the Board Governance and Sustainability program for the California Public Employees’ Retirement System (“CalPERS”). I am pleased to appear before you today on behalf of CalPERS. We applaud and support the Subcommittee’s focus […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Speeches & Testimony
Tagged CalPERS, Climate change, Disclosure, Environmental disclosure, ESG, Human capital, Institutional Investors, Pension funds, Political spending, Sustainability, US House
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Validation Capital
Although it is well understood that activist shareholders challenge management, they can also serve as a shield. In our new paper, we describe “validation capital,” which occurs when a bloc holder’s—and generally an activist hedge fund’s—presence protects management from shareholder interference and allows management’s pre-existing strategy to proceed uninterrupted. In other words, sometimes an activist […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Blockholders, Entrenchment, Hedge funds, Institutional Investors, Management, Shareholder activism, Shareholder value
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Key Considerations for Fiscal Year 2020 Form 10-K and 20-F Filings
As issuers prepare their Form 10-K and 20-F filings for fiscal year 2020, they should consider recent and upcoming changes to the disclosure rules of the Securities and Exchange Commission (“SEC”) and trending disclosure topics. This post summarizes several of those disclosure considerations and highlights the key changes to SEC rules that will affect Form […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged COVID-19, Disclosure, Diversity, Form 10-K, LIBOR, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Stakeholders
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