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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Statement by Commissioner Peirce on Procedural Requirements and Resubmission Thresholds under Rule 14a-8
Thank you, Chairman Clayton. I support today’s [Sept. 23, 2020] amendments to certain procedural requirements and the resubmission thresholds under the shareholder proposal rule. While it can be difficult to discern the signal from the noise around today’s amendments, the reality of the situation is that we are making simple, sensible, and long over-due changes to […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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Statement by Commissioner Crenshaw on Procedural Requirements and Resubmission Thresholds under Rule 14a-8
Today [Sept. 23, 2020] the majority of the Commission is approving amendments to the procedures governing shareholder proposals. The amendments are described as a “modernization,” designed to reduce costs for corporations. Even if I agreed that was necessary, I cannot agree with the method. Before today, a shareholder needed to hold only $2,000 worth of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Weekly Roundup: September 18–24, 2020
SEC Expands Definition of “Accredited Investor” Posted by Jessica Forbes, Stacey Song, and Joanna D. Rosenberg, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, September 18, 2020 Tags: Accredited investors, Capital formation, Capital markets, Institutional Investors, Regulation D, SEC, Securities regulation, Solicitation Remarks by Commissioner Peirce on The Role of Asset Management in ESG Investing Posted by Hester Peirce, U.S. Securities and Exchange […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Statement by Chairman Clayton on Modernizing the Shareholder Proposal Framework for the Benefit of All Shareholders
Over the past three years, we have engaged in a number of retrospective reviews of the rules that implement our securities law framework. These reviews often, but not always, have yielded the unassailable conclusion that modernization is necessary and appropriate. This should come as no surprise given how much has changed in the past 20, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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Statement by Commissioner Lee on the Amendments to Rule 14a-8
The final rules represent the capstone in a series of policies that will dial back shareholder oversight of management at the companies they own. Last year, the Commission adopted guidance on proxy advisors and proxy solicitation that made it more difficult and costly for investment advisers to vote shares on behalf of their clients in […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, Ownership, Proxy voting, Rule 14a-8, Securities regulation, Shareholder proposals, Shareholder voting
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Statement by Commissioner Roisman on Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8
Change is difficult. Especially when something has been a certain way for as long as you can remember. Twenty-two years have passed since the Commission last updated Rule 14a-8. In particular, the submission threshold was last substantively reviewed and amended in 1998, and the resubmission thresholds have not been updated since 1954. Yet, over the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Ownership, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Remarks by Commissioner Lee at the Council of Institutional Investors Fall 2020 Conference
Thank you, Amy [Borrus], for the introduction and for the invitation to speak at your conference. I’m pleased to be here with you all today [Sept. 22, 2020], and want to take this opportunity to thank you and your members for your engagement in our rulemaking process. Your comment letters are unfailingly thorough, analytical, and […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Firm performance, Regulation S-K, SEC, Securities regulation
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The Seven Sins of ESG Management
These poor practices can result in superficial approaches to risk management, leading to missed opportunities as companies seek to adopt robust ESG strategy A growing number of companies are recognizing the opportunity for long-term success that results from an effective environmental, social and governance (ESG) strategy. Rising expectations from stakeholders, including investors, customers, employees and […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Board oversight, Climate change, Disclosure, Environmental disclosure, ESG, Firm performance, Long-Term value, Risk management, Risk oversight
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Federal Forum Provisions May Be Permitted
In a first-of-its-kind ruling in California that came down on September 1, 2020, San Mateo County Superior Court Judge Marie Weiner declined jurisdiction over securities claims against Restoration Robotics by holding that the federal forum provision in the company’s amended and restated certificate of incorporation is not “unenforceable, unconscionable, unjust or unreasonable.” Although Judge Weiner’s […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Forum selection, Incorporations, Jurisdiction, Securities litigation, State law
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