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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
ISS Proposes 2021 Benchmark Voting Policy Changes
On October 14, 2020, ISS released its proposed voting policy changes for 2021. The changes for the United States focus mainly in these three areas: (1) racial and ethnic board diversity, (2) board oversight of environmental, climate and social risks and (3) exclusive forum provisions. ISS requests feedback on the proposed changes. Market participants can […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Climate change, Diversity, ESG, Forum selection, Institutional Investors, Proxy advisors, Shareholder voting
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SEC Extends Its Focus on MNPI Clearance Procedures
[On October 15, 2020], the SEC announced a settled enforcement action against a public company in connection with the company’s initiation of a stock buyback program while in possession of material, nonpublic information (“MNPI”). The Commission charged the company with violating Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to devise and maintain […]
Click here to read the complete postThe Return on Purpose: Before and During a Crisis
Executive Summary The role of the corporation in society is under review. The paradigm that corporations are run solely in the interests of shareholders, which has defined a generation of management practice, is being contested. The emerging paradigm references “stakeholders” as the broader group that managers should consider in decision-making. Such a transition is full […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, ESG
Tagged Boards of Directors, Capital markets, Corporate purpose, Corporate Social Responsibility, COVID-19, Engagement, ESG, Firm performance, Firm valuation, Management, Manager characteristics, Shareholder value, Stakeholders, Surveys
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The Comeback of Hostile Takeovers
A Hostile World (Again) In the 1980s, they became all the rage: hostile takeovers. Boards lived in fear of “corporate raiders” like Carl Icahn. For example, in 1988, there were no less than 160 unsolicited takeover bids for U.S. companies. The hostile takeover became the defining symbol of U.S. style capitalism, encapsulated in the 1987 […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Engagement, Hostile takeover, Institutional Investors, Mergers & acquisitions, Poison pills, Shareholder activism, Takeover defenses
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SEC Adopts Amendments to Auditor Independence Rules
The Securities and Exchange Commission (SEC) has issued final rules that significantly modify the framework that public companies and their auditors use to evaluate auditor independence, providing additional clarity for certain particularly difficult and recurring issues. The final rules, adopted on October 16, 2020, principally focus on complications that arise from auditor independence assessments with […]
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Posted in Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Audit committee, Audits, Compliance & ethics, Disclosure, External auditors, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Evolving Compensation Responses to the Global Pandemic
In this post, we focus on companies that have faced severe impairments due to the pandemic and are grappling with highly volatile stock prices resulting in substantial incentive plan design challenges. This continues our series of pay actions taken or considered among companies impacted by the pandemic. Summary For many of the companies severely harmed […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Say on pay
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Securities Litigation Trends During COVID-19
Many predicted a wave of securities litigation would follow the stock market plunge during the early days of the pandemic in March 2020, just as it did in the wake of the 2008 economic downturn. But in the months since the onset of pandemic- related economic hardship, only a few cases have been pursued by […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, COVID-19, Derivative suits, Risk disclosure, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Shareholder suits
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Avoiding Blowback from Your Stock Buyback
Companies should ensure that their clearance systems are properly designed to identify any MNPI that would preclude share repurchases. Most stock buyback programs garner attention when the board authorization of a program is announced and when the company provides a quarterly update on its buyback progress during its earnings call or 10-Q filing. However, a […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Information asymmetries, Inside information, Insider trading, Repurchases, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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SEC Proposes Limited Exemption for Finders
On Oct. 7, 2020, the SEC, by a 3-2 vote, proposed a conditional exemption from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), for natural persons who assist issuers with raising capital in private markets from “accredited investors” (“Proposal”). The Proposal provides long-sought guidance regarding […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, SEC rulemaking, Securities regulation, Solicitation
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