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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
The Impact of Technology on Climate Oversight: What Board Directors Need to Know
Corporate boards are experiencing the impact of climate change on multiple fronts. Mounting pressure from regulators, investors, shareholders, consumers, and their workforce is forcing companies to rethink their carbon emissions. Worsening droughts, fires, floods, and storms have prioritized the need to focus on the health of our communities and ecosystems. Beyond social responsibility, there’s also […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Artificial intelligence, Blockchain, Boards of Directors, Climate change, ESG, Risk oversight, Sustainability
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Value Creation in Shareholder Activism
In our new paper, Value Creation in Shareholder Activism, we measure value creation by activist investors via structural estimation of a model of the choice between passive investment and activism. Our estimates imply that average returns following activist intent announcements consist of 74.8% expected value creation, or treatment, 13.4% stock picking, and 11.8% sample selection […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Disclosure, Hedge funds, Institutional Investors, Market reaction, Ownership, Schedule 13D, Schedule 13G, Shareholder activism
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Disclosure of the Extent to which Firms Invest in their Workforce
This post is based on a petition submitted by The Working Group on Human Capital Accounting Disclosure, pursuant to Rule 192(a). The Working Group on Human Capital Accounting Disclosure respectfully submits this petition pursuant to Rule 192(a) of the Securities Exchange Commission Rules of Practice. We ask that the Commission develop rules to require public […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Securities Regulation
Tagged Accounting, Disclosure, ESG, Human capital, Labor markets, SEC, SEC rulemaking, Securities regulation
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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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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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