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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
SEC Identifies Private Fund Deficiencies
On June 23, 2020, the SEC Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert that highlights commonly encountered deficiencies in examinations of hedge fund managers and private equity fund sponsors. At the outset, the Risk Alert connects its observations with respect to private investment funds with the current Commission’s repeated focus on […]
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Posted in Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Conflicts of interest, Disclosure, Hedge funds, Investment advisers, Investor protection, OCIE, Private equity, Risk, SEC, SEC enforcement, Securities regulation
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Equity Market Structure Regulation: Time to Start Over
Over the past 15 years, stock trading has switched from a mostly manual to a mostly automated process. The SEC’s Regulation NMS provides a regulatory framework for the new world of electronic exchanges. My recent paper, Equity Market Structure Regulation: Time to Start Over, forthcoming in the Michigan Business & Entrepreneurial Law Review, argues that […]
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Posted in Academic Research, Securities Regulation
Tagged Algorithmic trading, Financial technology, High-frequency trading, Market efficiency, Regulation NMS, Securities regulation
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CEO Succession Plans in a Crisis Era
CEO succession planning is one of the most important responsibilities of a corporate board, and one of the most challenging. In the best of circumstances, directors are working thoughtfully to anticipate the future, develop potential successor candidates over several years, and to ultimately have one of them step into the top spot. In emergencies or […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Executive turnover, Human capital, Management, Shocks, Succession
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The Board’s Role in Guiding the Return to Work
Introduction We began discussing this publication in January 2020, before global pandemic and social unrest became central topics of everyday conversation. The impact of COVID-19 is devastating at the individual, local, national, and global level. It has created huge immediate changes to how and where people interact, and how business is done. For many organizations, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Corporate purpose, COVID-19, ESG, Human capital, Stakeholders
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Corporate Governance Update: Raising the Stakes for Board Diversity
While diversity on boards of directors has been a high-profile issue for many years, and public companies have made notable progress in diversifying their boards over the past two decades, public companies now face increased pressure to move beyond verbal commitments and incremental progress. Investors, proxy advisors, and activists are demanding data-driven, measurable changes. They […]
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Posted in Practitioner Publications
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Statement by Commissioner Roisman at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
Thank you, Chairman Clayton. I want to express my gratitude for your continuing commitment to improving the proxy system, as well as for your thoughtful leadership throughout the process of developing this rulemaking in particular. Thank you also to Director [Bill] Hinman, Val Afshar, Director [S.P.] Kothari, Director [Dalia] Blass, and Tara Varghese for your […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Statement by Commissioner Peirce at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
Proxy voting advice businesses play an important role in our marketplace, a role that carries with it tremendous power. One root of that power is a 2003 Commission rule that required funds to publish their votes. That rule pushed voting to the front burner for fund advisers, regardless of whether voting was a task that […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Statement by Commissioner Lee at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
At the proposing stage for these rules, I observed that they would harm the governance process and suppress the free and full exercise of shareholder voting rights. Unfortunately, that is still the case with today’s final rules. They are still designed to, and will, increase issuer involvement in what is supposed to be independent advice […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, Securities regulation, Shareholder voting
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Comment Letter on DOL Proposed Rule on ESG Investments
We have the strongest possible objections to the proposed rule on the appropriate consideration of ESG or any other non-traditional factors for plan investments, which fails as a matter of process, substance, cost-benefit analysis, regulatory policy, economics, consistency with other Administration policy, and clarity. It addresses a “problem” that is never documented based on claims […]
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