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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
A View on the SEC Rule Regarding Human Capital Disclosures
The Securities and Exchange Commission issued its long-awaited amendments to Regulation S-K, the regulation which contains the detailed disclosure requirements (other than financial statements) applicable to registration statements, periodic reports, proxy statements, and other filings under the United States federal securities laws. The rulemaking includes a new requirement that public companies disclose information about “human […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged ESG, Human capital, Regulation S-K, SASB, SEC, SEC rulemaking, Securities regulation, Sustainability
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Directors’ Right to Access Privileged Communication
A recent decision of the Delaware Court of Chancery in the ongoing WeWork/SoftBank litigation addressed a previously unresolved question: can management withhold its communications with company counsel from members of the board of directors on the basis that such communications are privileged? Building on past Delaware decisions concerning directors’ rights to communications with company counsel, […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, Conflicts of interest, Contracts, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees, WeWork
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SEC Changes Rules Affecting Risk Factors, Litigation and Disclosures by US Public Companies
The SEC issued new rules on August 26, 2020 which affect the business description, litigation disclosure, and risk factor disclosure of SEC-reporting companies in their annual and quarterly reports (10-K and 10-Q), registration statements (S-1 and S-3), and M&A disclosure filings (S-4 and 14A) filed with the SEC. These provisions had not been significantly revised […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Environmental disclosure, Form 10-K, Form 10-Q, Human capital, Risk disclosure, SEC, SEC rulemaking, Securities litigation, Securities regulation
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Weekly Roundup: September 4–10, 2020
Exit vs. Voice Posted by Eleonora Broccardo (University of Trento), Oliver Hart (Harvard University), and Luigi Zingales (University of Chicago), on Friday, September 4, 2020 Tags: Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Exit, Institutional Investors, Mutual funds, Stakeholders, Sustainability Meaningful Communications with Stakeholders During COVID-19 Posted by Eric Knachel, Deloitte & Touche LLP, on Friday, September 4, 2020 Tags: Accounting, Accounting standards, COVID-19, Disclosure, Financial reporting, GAAP, Risk, Risk disclosure SEC Expands Population Eligible to […]
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COVID-19 and the Impact on Remuneration The COVID-19 pandemic has had a severe negative impact on the global market. Australia is no exception, with nearly one million Australians losing their jobs. Amidst the crisis, various companies called on their board of directors to develop and implement crisis management strategies to maintain cash positions and ensure […]
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Posted in ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Australia, Compensation ratios, COVID-19, ESG, Executive Compensation, Incentives, Institutional Investors, International governance, Management, Pay for performance, Proxy advisors, Say on pay
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Comment on the Proposed DOL Rule
Summary: The proposed rule is unnecessary and represents a confused understanding of ESG and its role in mainstream investment analysis. The rule overlooks and fails to address the volume of institutional investors (across segments and strategies) that are incorporating analysis of ESG issues into mainstream investment analysis, including buy, sell and hold decisions, upgrade and […]
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