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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
Variety of Approaches to New Human Capital Resources Disclosure in 10-K Filings
Background The SEC significantly revised the contents of Form 10-K, effective November 9, 2020. The SEC says the changes are intended to modernize the required disclosures relating to the description of the business, legal proceedings, and risk factors (Items 101, 103, and 105 in Regulation S-K). These revisions are the culmination of a process that […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged COVID-19, Disclosure, Diversity, ESG, Form 10-K, Human capital, Institutional Investors, JOBS Act, SEC, SEC rulemaking, Securities regulation
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Realizable Pay Disclosures
Executive Summary “Realizable” pay assessments are often included in the Compensation Discussion & Analysis (“CD&A”) section of the proxy filing to provide a more accurate view of the actual value of compensation delivered to an executive, as opposed to the pay data disclosed in the Summary Compensation Table, which does not take into account the […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Disclosure, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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New Executive Order Bans Investment in 31 Chinese Companies
On November 12, President Donald Trump signed an Executive Order on Addressing the Threat from Securities Investments that Finance Communist Chinese Military Companies (the “Executive Order”). The Executive Order states that the People’s Republic of China (“PRC”) is “increasingly exploiting United States capital to resource and to enable the development and modernization of its military, […]
Click here to read the complete postBoard Considerations for an Uncertain 2021
In the current “black swan” era of heightened economic turmoil, social unrest, and the COVID-19 pandemic, boards of public companies have had to explore a range of issues in response to rapidly emerging risks. Interrelated trends have emerged, including: Renewed interest in the company’s purpose in society, including its role in providing the goods and […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Corporate purpose, COVID-19, Diversity, Engagement, ESG, Human capital, Long-Term value, Management, Risk management, Stakeholders, Succession, Sustainability
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SEC Adopts Amendments to Permit the Use of Electronic Signatures
On November 17, 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 302(b) of Regulation S-T that will permit a signatory to an electronic filing to sign a signature page or other document (an “authentication document”) with an electronic signature provided prescribed requirements are satisfied. This amendment will provide additional flexibility […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, EDGAR, Filings, Financial reporting, Rule 302(b), SEC, SEC rulemaking, Securities regulation
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Weekly Roundup: December 4–10, 2020
Behavioral Corporate Finance: The Life Cycle of a CEO Career Posted by Marius Guenzel (The Wharton School), and Ulrike Malmendier (University of California Berkeley), on Friday, December 4, 2020 Tags: Behavioral finance, Decision making, Management, Manager characteristics, Managerial style, Mergers & acquisitions Defining the Role of the Audit Committee in Overseeing ESG Posted by Kristen Sullivan, Maureen Bujno, and Leeann Galezio Arthur, […]
Click here to read the complete postSEC Amends Exempt Offering Framework
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the framework for exempt offerings under the Securities Act of 1933, as amended (Securities Act). The amendments generally establish a new integration framework, increase the offering limits for Regulation A, Regulation Crowdfunding and Rule 504 offerings, implement clear and consistent rules governing […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital formation, Crowdfunding, Investor protection, Registration exemptions, Regulation A, Safe harbor, SEC, SEC rulemaking, Securities regulation, Solicitation
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The Fear and the Bright Side of Financial Fragility
The global asset management industry continues to consolidate and a small number of very large asset managers play an increasingly dominant role. At the same time, one of the main folk theorems in finance posits that asset managers do not pose a risk to financial market stability because they are not levered. This lack of […]
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Posted in Academic Research, Institutional Investors, Mergers & Acquisitions
Tagged Asset management, BlackRock, Index funds, Institutional Investors, Market reaction, Mergers & acquisitions, Ownership, Systemic risk
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The Forum Wars of Section 11
TL;DR: The battle over filing Section 11 lawsuits in state court may be approaching resolution. Multiple California courts have now upheld “Federal Forum Clauses,” which require shareholders to litigate Section 11 claims in Federal court. Judicial validation of such provisions has significant implications for companies going public and for the D&O insurance industry. TROTS [The […]
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