Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Event Driven Securities Litigation

Social and environmental disasters, such as the #MeToo movement, the Deepwater Horizon oil spill, the opioid crisis, data privacy breaches with a vast number of companies such as Yahoo! Inc., Equifax, Inc., are well covered events in the news. These events impact peoples’ lives and many perceive a correlation between these events and civil litigation […]

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Weekly Roundup: December 11–17, 2020

SEC Adopts Amendments to Permit the Use of Electronic Signatures Posted by Kenneth M. Silverman and Zachary E. Freedman, Olshan Frome Wolosky LLP, on Friday, December 11, 2020 Tags: Disclosure, EDGAR, Filings, Financial reporting, Rule 302(b), SEC, SEC rulemaking, Securities regulation Board Considerations for an Uncertain 2021 Posted by Holly J. Gregory, Sidley Austin LLP, on Friday, December 11, 2020 Tags: Board composition, Board turnover, Boards of Directors, Corporate […]

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Statement on Adoption of Resource Extraction Disclosure Rules

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on December 16, 2020, under the Government in the Sunshine Act. Today, we take another step in a winding, resource-consuming, decade-long journey to implement Section 1504 of the Dodd-Frank Act. In 2010, Section 1504 added Section 13(q) to the Securities Exchange […]

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Statement by Commissioner Crenshaw on Resource Extraction

Today we find ourselves in a difficult situation. On one hand, we have a clear congressional mandate to promulgate a rule directing issuers to disclose certain resource extraction payments. On the other hand, we are bound by the requirements of the Congressional Review Act (“CRA”), which states that any rule we adopt today may not […]

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China and the Rise of Law-Proof Insiders

Alibaba Group Holding Limited (Alibaba), which in 2014 conducted a record-breaking initial public offering (IPO) on the New York Stock Exchange and in mid-2020 was valued at over $500 billion, is based in China but is subject to U.S. securities law and to Cayman Islands corporate law. It is one of hundreds of U.S.-listed firms […]

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Applying Discretion to Outstanding Incentive Awards in the COVID-19 Era

When COVID-19 first began impacting the US economy, many companies faced unclear financial forecasts and uncertainty on whether incentive plans would appropriately reward executives and employees for their contributions, pre– and post–COVID-19. Rather than overhaul in-flight incentive plans at a time of great uncertainty, many companies decided to take a “discuss now, act later” approach. […]

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The Big Three and Corporate Carbon Emissions Around the World

In our study The Big Three and Corporate Carbon Emissions Around the World, forthcoming at Journal of Financial Economics, we analyze the role of the three largest asset managers in the world—BlackRock, Vanguard and State Street Global Advisors—in reducing companies’ carbon emissions. The current interest in the Big Three responds to the unique combination of […]

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Demand for Better ESG Oversight and Disclosure in Canada

Two Notable ESG Developments in Canada Many Canadian public companies have been accused of being slow to disclose environmental, social and governance (“ESG”) factors that are material for their companies’ long term sustainability. In November, two notable developments occurred which should focus Canadian boards of directors and management on how directors oversee material ESG factors […]

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BlackRock Investment Stewardship Global Principles

The purpose of this post is to provide an overarching explanation of BlackRock’s approach globally to our responsibilities as a shareholder on behalf of our clients, our expectations of companies, and our commitments to clients in terms of our own governance and transparency. Introduction to BlackRock BlackRock’s purpose is to help more and more people […]

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Is Conflicted Investment Advice Better than No Advice?

Studies of financial services industries have consistently found evidence of conflicted advice. Financial advisors, in a variety of settings, including mutual funds, insurance, and brokerage accounts, have been found to recommend higher-commission products. One implication is that the quality of financial advice that investors receive has room for improvement, perhaps through increased standards of care. […]

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