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

The Rise of the General Counsel

Today’s General Counsel (GC) is viewed as much more than a corporate lawyer. Traditionally seen as the top legal officer of a corporation, General Counsel have taken on greater responsibilities that now entail a mix of strategy and risk management. The current business climate and the COVID-19 crisis have further exacerbated this concept. More than […]

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The Basel Committee’s Initiatives on Climate-Related Financial Risks

Thank you for the invitation to participate in the 2020 IIF Annual Membership Meeting. I am pleased to share my perspective regarding the current regulatory and policy initiatives in the area of sustainable finance. My remarks are being made in my capacity as co-chair of the Task Force on Climate-related Financial Risks (TFCR), which is […]

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Greenwashing

Responsible investment is an approach to managing assets that sees investors include environmental, social, and governance (ESG) factors in their decisions about what to invest and the role they play as owners and creditors. For investment managers, a popular way to publicly signal one’s commitment to responsible investment is to endorse the United Nations Principles […]

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Financial Reporting and the Financial Reporting Regulators

We are a collection of individuals who have worked in the capital markets for multiple decades. Most of us were original members of the Investors Technical Advisory Committee of the Financial Accounting Standards Board. Our functional roles have been as buy-side and sell-side research analysts, accounting standard-setters and regulators, or accounting academics. All of us […]

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Racial Equity on the Board Agenda

Calls for racial equity are moving beyond street protests and into corporate boardrooms. Many directors are looking for their companies to do more to support racial equity. This is a complex issue, but here are some different approaches that boards and management teams might pursue. Weighing a Variety of ESG Goals Racial justice is now […]

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Corporations in 100 Pages

We have just published Corporations in 100 Pages—an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels […]

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Financial Institution Regulation Under President Biden

Following Vice President Joe Biden’s apparent victory last weekend, attention has now turned to the transition and implications of a change in administration. The pandemic and related economic downturn will guide the Biden Administration’s immediate priorities for the financial sector, resulting in a focus on economic relief and stimulus, consumer protection and attention to any […]

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ESG Management and Board Accountability

In the world of corporate governance and proxy voting, 2020 has been a remarkable year, not only because annual general meetings took place in the midst of a global pandemic that forced the abrupt transition to a virtual proxy season, but also because this year marked the beginning of the new decade at a time […]

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Shareholders’ Rights & Shareholder Activism 2020

COVID-19’s Impact on Shareholder Rights As life dramatically changed in 2020, so did shareholder rights. In the United States, we witnessed a dramatic and substantial change to how companies conduct annual meetings, a reignited debate on the purpose of the corporation, new defensive strategies for companies, as well as a reshaping of the shareholder activist […]

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Statement of Commissioners Peirce and Roisman on Andeavor LLC

We write to explain why we voted against the Commission’s settled action in the matter of Andeavor LLC. A majority of the Commission found that Andeavor violated Exchange Act Section 13(b)(2)(B), which requires reporting companies to devise and maintain a system of “internal accounting controls,” when Andeavor repurchased its stock from shareholders after its legal […]

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