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

SEC Enforcement Division Releases Final Chapter of Jay Clayton-Led SEC

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 24, 2020

On the eve of the U.S. presidential election last week, the SEC Enforcement Division released its annual report for fiscal year 2020 (the “Report”), providing an overview of the Division’s enforcement figures, developments, and areas of focus in what Director Stephanie Avakian described as “the most challenging year in recent memory.” This past year has […]

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ISS Releases New Benchmark Policies for 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 23, 2020

Yesterday, ISS released its new benchmark policies, effective for shareholder meetings on or after February 1, 2021. In addition to anticipated policy changes (see this PubCo post) regarding board racial and ethnic diversity, shareholder litigation rights (such as exclusive federal forum provisions) and director accountability for governance failures related to environmental or social issues, ISS […]

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Varieties of Shareholderism: Three Views of the Corporate Purpose Cathedral

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 23, 2020

The perpetual debate over the objective, or purpose, of the corporation shows no signs of abating. The most recent additions to this discourse leverage the disruption wrought by the Covid-19 pandemic to propound claims for or against (but usually for) stakeholderism—namely, a stakeholder-oriented corporate governance. The World Economic Forum has thus endorsed Stakeholder Principles in […]

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Cyber: New Challenges in a COVID-19–Disrupted World

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 23, 2020

Background: The pre-COVID-19 environment Cyber, and the challenges it presents to businesses of all types and sizes, was on the board’s agenda well before the onset of the COVID-19 pandemic. Many boards, including their committees, engaged in a wide range of activities to stay informed and vigilant on the topic. As a result, these boards […]

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Risks of Back-Channel Communications with a Controller

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 22, 2020

In United Food v. Mark Zuckerberg and Facebook (Oct. 26, 2020), a stockholder of Facebook, Inc. brought suit seeking damages, on behalf of the corporation, for losses Facebook incurred by pursuing and then abandoning a reclassification of its capital structure (the “Reclassification”). The Reclassification had been proposed by, and would have primarily benefitted, the company’s […]

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Russell 3000 Database of Executive Compensation Changes in Response to COVID-19

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 22, 2020

The COVID-19 crisis significantly altered operational priorities and financial results for companies in nearly all sectors. In recent months, to address some of these issues, many compensation committees have been disclosing executive base salary reductions as well as changes to in-flight and go-forward incentive plans. The Conference Board, in collaboration with Semler Brossy’s research team […]

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Joint Statement by Commissioners Lee and Crenshaw on Amendments to Regulation S-K

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 21, 2020

We want to start by thanking the staff in the Division of Corporation Finance, Office of the General Counsel, Division of Economic and Risk Analysis, and Office of the Chief Accountant who have worked on this rule. It has gone from proposal to adoption in less than one year’s time, which is not an easy […]

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Investing in a SPAC

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 21, 2020

Special purpose acquisition companies (SPACs) have seen a surge in 2020. There have been several high-profile private companies, such as DraftKings and Nikola, going public by completing business combinations with SPACs and high-profile investment firms, such as Bill Ackman’s Pershing Square (for the second time) and Jeff Smith’s Starboard Value, sponsoring SPACs of their own. […]

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Remarks by Chairman Clayton to the Economic Club of New York

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 20, 2020

Thank you, John [Williams]. It is wonderful to be back with the Economic Club of New York. You are a sophisticated, experienced, outcome-oriented, tough and fair audience, interested in economic and wage growth and improving our society more generally. Just the way it should be. As John noted, today’s program proceeds in two parts, (1) […]

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Acquisition Experience and Director Remuneration

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 20, 2020

The experience that executive and non-executive directors accumulate by working in specific corporate positions within and across industries is one of the most important dimensions of their human capital. Previous studies document that variance in directors’ pay is primarily driven by differences in human capital accumulated over career paths. However, we know little about if […]

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