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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
ESG Disclosures
Earlier this week, the U.S. Securities and Exchange Commission (SEC) announced the appointment of Satyam Khanna as its Senior Policy Advisor for Climate and ESG. Mr. Khanna will advise the agency on environmental, social, and governance matters and advance related new initiatives across the SEC’s offices and divisions. In addition to prior positions with the […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, International governance, SASB, SEC, Securities regulation, Sustainability, UK
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SEC Issues Guidance in Light of Ongoing Surge in SPAC IPOs
Last year, in particular the second half of the year, saw a vibrant market for initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”). Coming out of this surge in SPAC offerings, the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published new disclosure guidance on December 22, 2020. With […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Conflicts of interest, Contracts, Disclosure, Equity offerings, Incentives, IPOs, Mergers & acquisitions, SEC, SEC rulemaking, Securities regulation, Special purpose vehicles
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New Human Capital Disclosure Requirements
Effective November 9, 2020, the Securities Exchange Commission (SEC) issued final rules that modernized the requirements of Regulation S-K applicable to disclosure of the description of the business (Item 101), legal proceedings (Item 103) and risk factors (Item 105). The new rules require companies to greatly expand their human capital management disclosure using a principles-based […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Disclosure, Diversity, ESG, Executive Compensation, Form 10-K, Human capital, SEC, SEC rulemaking, Securities regulation
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Private Equity – Year in Review and 2021 Outlook
2020 was a tale of two halves: during the first half of the year, global private equity deal volume fell precipitously, declining more than 20% relative to the same period in 2019; in the second half of the year, private equity dealmaking roared back to life, ending the year at approximately $582 billion, its highest […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Buyouts, COVID-19, ESG, Executive Compensation, Leveraged acquisitions, Mergers & acquisitions, PIPE, Private equity, SPACs, Tech companies
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Incentive Design Changes in Response to COVID-19: Russell 3000
Sample Overview N = 234 Russell 3000 Companies
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Posted in Executive Compensation, Practitioner Publications
Tagged COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, Say on pay
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SEC Adopts Revised Investment Adviser Marketing Rule
On December 22, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize and consolidate Rule 206(4)-1 (“Advertising Rule”) and Rule 206(4)-3 (“Solicitation Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The amendments are intended to modernize the existing rules governing investment adviser advertising and payments to solicitors, which have not […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Form ADV, No-action letters, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Solicitation
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Weekly Roundup: January 29-February 4, 2021
The Congressional Review Act and the Biden Administration’s Approach to Financial Regulation Posted by Paul Rose and Christopher J. Walker (The Ohio State University), on Friday, January 29, 2021 Tags: Congressional Review Act, Donald Trump, Institutional Investors, Joe Biden, Proxy advisors, SEC, SEC rulemaking, Securities enforcement, Securities regulation, US Senate S&P 500 CEO Compensation Increase Trends Posted by Aubrey Bout and Brian Wilby, Pay Governance LLC, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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No-Fault Default, Chapter 11 Bankruptcy, and Financial Institutions
The existing Chapter 11 bankruptcy process is time-consuming and financially costly for firms, which causes many firms that file for bankruptcy to eventually liquidate due to the value dissipation during bankruptcy (see, e.g., Morrison (2007) and Hotchkiss et al. (2008)). This leads to significant social and private costs, and reduces the documented tax-shield and agency-cost-reduction […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress
Tagged Bankruptcy, Capital structure, Convertible bonds, Debt, Debtor-creditor law, Defaults, Distressed companies, Financial institutions
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US Sanctions on Chinese Company Securities: Further Developments
During the first half of January, the Trump Administration continued to expand the ban on trading related to the public securities of designated Communist Chinese military companies (“CCMCs”). Meanwhile, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued additional guidance on how the ban applies to U.S. investors and other market participants. This […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged China, International governance, OFAC, Securities enforcement, Securities regulation, Treasury Department
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