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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
Cross-Border Venture Capital, Technology Flows, and National Security
One of the most contentious issues in public policy regarding U.S. entrepreneurship over the past four years has been the treatment of foreign investors. The military community has highlighted the extent of foreign venture investments in Silicon Valley, particularly from Chinese corporations, individuals, and financial institutions. These analysts have also emphasized that these investments are […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Capital formation, CFIUS, Innovation, International governance, Tech companies, Venture capital firms
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SEC Amends Rules for Whistleblower Program
On September 23, 2020, the SEC voted (by a vote of three to two) to adopt amendments to the rules related to its whistleblower program. The program provides for awards in an amount between 10% and 30% of the monetary sanctions collected in the SEC action based on the whistleblower’s original information. It is widely […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Dodd-Frank Act, Misconduct, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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Audit Committee Reporting to Shareholders
For the ninth consecutive year, the EY Center for Board Matters has reviewed voluntary proxy statement disclosures by Fortune 100 companies relating to audit committees, including their oversight of the audit. These disclosures are an important tool for investors and other stakeholders to gain insight into the activities of audit committees, whose role in promoting […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accounting, Audit committee, Audits, Boards of Directors, Disclosure, Institutional Investors, Proxy disclosure, Securities regulation
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Promoting Consistency in Corporate Sustainability Reporting
Five framework- and standard-setting institutions announced a joint statement on September 11, 2020 reflecting their collaborative vision to develop a comprehensive global corporate reporting system for disclosing sustainability topics such as climate change, biodiversity, wages and skills. The participants include the Global Reporting Initiative (GRI), CDP (formerly the Carbon Disclosure Project), Climate Disclosure Standards Board (CDSB), International Integrated Reporting […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accounting, Accounting standards, Climate change, Environmental disclosure, ESG, SASB, Sustainability
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SEC Amends Disclosure Requirements for Business Sections, Legal Proceedings and Risk Factors
On August 26, 2020, the SEC adopted amendments to Regulation S-K that update disclosure requirements in Item 101(a) (description of the general development of the business), Item 101(c) (narrative description of the business), Item 103 (legal proceedings) and Item 105 (risk factors). The SEC believes the changes will result in a more principles-based, registrant-specific and […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Human capital, Regulation S-K, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Stockholder Claims Dismissed Even After Corwin Defense Fails
In a recent decision, the Delaware Court of Chancery found that the board omitted material information from its proxy statement recommending stockholders vote in favor of an all-cash acquisition of the company, and thus “Corwin cleansing” did not apply. Nonetheless, the court dismissed all claims against the directors because the complaint failed to adequately allege […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions
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SASB’s Proposed Revisions to Its Conceptual Framework and Rules of Procedure
Lawyers don’t typically use conceptual frameworks in their work, but accountants, social scientists, and many other professionals do. For example, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) both have well-established conceptual frameworks. Standard setters develop conceptual frameworks for two reasons: first, they provide an intellectual grounding in core principles […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accounting, Accounting standards, Disclosure, Environmental disclosure, ESG, Materiality, Sustainability
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Weekly Roundup: September 25–October 1, 2020
Statement by Commissioner Crenshaw on Procedural Requirements and Resubmission Thresholds under Rule 14a-8 Posted by Caroline Crenshaw, U.S. Securities and Exchange Commission, on Friday, September 25, 2020 Tags: Boards of Directors, Institutional Investors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting Statement by Commissioner Peirce on Procedural Requirements and Resubmission Thresholds under Rule 14a-8 Posted by Hester Peirce, U.S. Securities […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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How Great Companies Deliver Both Purpose and Profit
Capitalism is in crisis. The consensus among politicians, citizens, and even executives themselves—on both sides of the political spectrum and throughout the world—is that business just isn’t working for ordinary people. It enriches the elites, playing scant attention to worker wages, customer welfare, or climate change. Citizens, and the politicians that represent them, are fighting […]
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Posted in Academic Research, Corporate Social Responsibility, ESG
Tagged Business Roundtable, Corporate purpose, Corporate Social Responsibility, ESG, Milton Friedman, Profitability, Shareholder value, Stakeholders
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2020 Annual Corporate Governance Review
The Impact of COVID-19 on the 2020 Proxy Season The COVID-19 global pandemic fundamentally altered the 2020 U.S. proxy season by changing the logistics of annual meetings, introducing regulatory changes, influencing voting decisions and shaping future shareholder proposal trends. Changing Meeting Logistics and Investor Perceptions Restriction on travel and large gatherings combined with growing global […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting
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