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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
The Jarkesy Decision and Ramifications for Administrative Proceedings
On May 18, 2022, in Jarkesy v. S.E.C., a divided Fifth Circuit panel vacated the Securities and Exchange Commission’s (the “Commission” or the “SEC”) affirmation of an SEC administrative law judge’s (“ALJ”) determination that Jarkesy and Patriot28, LLC committed securities fraud. The panel found that (1) the in-house adjudication of the case violated Petitioners’ Seventh […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Administrative proceedings, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, U.S. federal courts
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SEC Enforcement Developments
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This month we examine: The SEC’s continued focus on environmental, social, and governance (“ESG”) disclosures and cryptocurrency markets; The SEC’s in-house courts […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Disclosure, DOJ, ESG, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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The High Impact Behaviors of the Most Effective Directors
As Peter Drucker said, “culture eats strategy for lunch.” This is true in the best boardrooms as well. Three years ago, we identified a group we call Gold Medal Boards; those where directors rate their board’s effectiveness highly (9 or 10 on a 1–10-point scale) and where the company has outperformed relevant TSR benchmarks for […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board dynamics, Board evaluation, Board performance, Boards of Directors, Corporate culture, Director qualifications, Diversity, International governance
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Amendments to Expand Fund “Names Rule”
Summary On May 25, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 (Commissioner Peirce dissenting) to propose certain amendments to Rule 35d-1 (the “Names Rule”) under the Investment Company Act of 1940 (the “Investment Company Act”). The Names Rule is intended to ensure that the name of a registered investment company […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Enhancing the Transparency of ESG Investing and Stewardship
With the growth of ESG investing has come heightened regulatory scrutiny. In the last Administration, the focus was on asset managers’ motives and particularly the dubious claim that ESG was a surreptitious effort to advance managers’ political preferences, rather than being used as a material risk-return characteristic. Now the focus has shifted to so-called “greenwashing”—the […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Engagement, Environmental disclosure, ESG, Glass Lewis, Greenwashing, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Eclipse of Rent-Sharing: The Effects of Managers’ Business Education on Wages and the Labor Share in the US and Denmark
Over the last decades, there has been a decline in the labor share and stagnant wage growth in many advanced economies. In a new working paper, we argue that changing managerial attitudes and practices towards rent-sharing have been a major contributing factor to the decline in the labor share and slowdown of wage growth. In […]
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Posted in Academic Research, Empirical Research, Executive Compensation, International Corporate Governance & Regulation
Tagged Compensation ratios, Denmark, Executive Compensation, International governance, Labor markets, Management, Shareholder value
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Chancery Court Accepts “Novel Theory” of Liability for Directors
In Garfield v. Allen (May 24, 2022), the Delaware Court of Chancery accepted, “with admitted trepidation,” what it called a “novel theory” advanced by the plaintiff—namely, that a corporation’s directors may have breached their fiduciary duties to the stockholders by failing to reverse equity compensation awards made to the CEO after the board became aware, […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Director liability, Equity-based compensation, Executive Compensation, Fiduciary duties, Liability standards, Securities litigation, Shareholder suits
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Long-Awaited ESG Rules
On May 25, 2022, in a long-awaited move, the U.S. Securities and Exchange Commission (“SEC”) issued a pair of rule proposals related to the use of environmental, social and governance (“ESG”) investment practices by open-end and closed-end registered investment companies, as well as by business development companies (“BDCs,” and collectively, “funds”). The SEC’s stated goals […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Say on climate, SEC, SEC rulemaking, Securities regulation, Sustainability
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Paying Well By Paying for Good
Market practice in the FTSE 100 shows the changing nature of ESG targets in executive pay ESG targets are increasingly prevalent in pay 45% of FTSE 100 companies have an ESG target in the annual bonus, the Long-term Incentive Plan (LTIP), or both 37% use ESG in annual bonus with an average weighting of 15% […]
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The Enhancement and Standardization of Climate-Related Disclosures for Investors
This post overviews a comment letter that was submitted to the SEC by Alan L. Beller, Daryl Brewster, Robert G. Eccles, David A. Katz, Carmen X. W. Lu, and Leo E. Strine, Jr. We are a group of commentators with diverse experience in securities and corporation law, business management, accounting, and corporate governance generally. Combined, […]
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