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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 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 […]
Click here to read the complete postKey Issues Facing Companies That Exceed Financial Expectations
We have written several posts on COVID-19’s effect on executive compensation programs at severely harmed companies and the potential actions that could be considered to mitigate some of its impact. In this post, we review companies that have exceeded initial expectations during the pandemic and the unique executive compensation challenges they may face. Background A […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, COVID-19, Executive Compensation, Firm performance, Incentives, Pay for performance, Say on pay, Stakeholders
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2020 Director Compensation Report
FW Cook’s 2020 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Year-over-year increases to total compensation, at the median, were modest among large-cap and mid-cap companies compared to small-cap companies, which had a relatively significant increase: the large-cap […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation committees, Director compensation, Diversity, Equity-based compensation, ESG, Incentives
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Some Thoughts for Boards of Directors in 2021
Many of the challenges that corporations and their boards have encountered in 2020 will continue to be front and center in 2021, including the COVID-19 pandemic, the movement to address racial injustice and broad-based socioeconomic inequality, an accelerating sense of urgency around climate change, technological innovation and an evolving political and regulatory climate. These trends […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, COVID-19, Cryptocurrency, Disclosure, Diversity, Environmental disclosure, ESG, Financial technology, Institutional Investors, Stakeholders, Sustainability
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Who Benefits from Analyst “Top Picks”?
In the early 2000s, concerns about conflicts of interest of sell-side analysts led to new regulations and eventually to the Global Analyst Research Settlement. One important byproduct of these regulations is the adoption of a new stock rating system by most leading investment banks. Before the Global Settlement, 85% of analyst recommendations are issued using […]
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Posted in Academic Research, Banking & Financial Institutions, Institutional Investors
Tagged Banks, Conflicts of interest, Financial institutions, Institutional Investors, Investment banking, Peer groups, Reputation, Retail investors, Stock analysts
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SEC Harmonizes Regulation and Improves Access to Capital in Private Markets
On November 2, 2020, the Securities and Exchange Commission voted 3-2 to adopt amendments to “simplify, harmonize, and improve certain aspects” of the framework for offerings exempt from Securities Act registration. The amendments largely track the March 2020 proposing release, with a few key and welcome changes, and cover a number of areas, including integration, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, Equity offerings, Investor protection, Registration exemptions, Retail investors, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Solicitation
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