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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
Supreme Court Holds That CFPB’s Structure Is Unconstitutional
On June 29, the Supreme Court issued its long-awaited opinion in Seila Law LLC v. Consumer Financial Protection Bureau, finally resolving the question that has dogged the new agency since its inception: Is the leadership structure of the Consumer Financial Protection Bureau (CFPB) constitutional? Writing for a 5-4 majority, Chief Justice John Roberts ruled that […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, CFPB, Consumer protection, Dodd-Frank Act, Financial institutions, Financial regulation, Securities regulation, Supreme Court
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Going Dark: SEC Proposes Amendments to Form 13F
The SEC has proposed an amendment to Form 13F that would exempt from filing all money managers holding less than $3.5 billion of “13(f) securities.” The threshold would apply without regard to the fund’s overall size or total assets under management. Increasing the threshold to $3.5 billion from the current cut-off of $100 million would slash the […]
Click here to read the complete postNavigating Insolvency Risk in COVID-19 Distressed Companies
As COVID-19 related economic disruptions place unprecedented stress on cash flows, the risk of insolvency is a new and growing concern for many businesses. Against the backdrop of a decades-long growth in corporate debt, boards of directors are making decisions that have the potential for pitting the interests of creditors against the interests of equity […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Financial Crisis, Practitioner Publications
Tagged Bankruptcy, Board oversight, Boards of Directors, COVID-19, Director liability, Distressed companies, Fiduciary duties, Liability standards, State law
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent influence […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Director compensation, ESG, Institutional Investors, Shareholder primacy, Stakeholders, Sustainability
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SEC Provides Further Guidance on Covid-19 Disclosure
On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to COVID-19, supplementing earlier guidance provided on March 25, 2020 and April 3, 2020, respectively. In Depth The latest guidance reiterates […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, COVID-19, Disclosure, Financial reporting, SEC, Securities regulation
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GAO Report Highlights Dearth of ESG Disclosure
A report published by the United States Government Accountability Office (GAO) earlier this month has further highlighted the dearth of comparable, decision-useful ESG disclosures sought by investors. Commissioned by U.S. Senator Mark Warner, the report noted that most institutional investors contacted by the GAO seek ESG information to enhance their understanding of risks and to assess […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, GAO, Long-Term value, Risk disclosure, Transparency
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Horizontal Directors
Common ownership has garnered significant attention in both antitrust and corporate governance discourse. Scholars have long been concerned that monopolies, cartels, and other forms of coordination can harm consumers. In recent years, prominent scholars have also raised concerns regarding companies’ incentives to compete where major institutional shareholders hold large equity positions in all competitors. Yet, […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Antitrust, Boards of Directors, Clayton Act, Common ownership, Disclosure, Interlocking boards, Ownership
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Weekly Roundup: July 10–16, 2020
Do Bank Insiders Impede Equity Issuances? Posted by Martin Goetz (Goethe University Frankfurt), Luc Laeven (European Central Bank), Ross Levine (University of California, Berkeley), on Friday, July 10, 2020 Tags: Banks, Equity capital, Financial crisis, Financial regulation, Firm valuation, Incentives, Liquidity, Ownership, Ownership structure, Private benefits of control, Shocks Opening Remarks by Commissioner Roisman at the Emerging Markets Roundtable Posted by Elad L. Roisman, U.S. Securities and […]
Click here to read the complete postSEC’s Q2 Roundtable Offers Insight to Investor Views
On June 30, 2020, Chairman Jay Clayton moderated a virtual roundtable titled “Q2 Reporting: A Discussion of COVID-19 Related Disclosure Considerations” to solicit views from a small panel of highly experienced and well-informed private investors and asset managers (“Roundtable”). The Roundtable included the following panelists: Gary Cohn, Former Director of the U.S. National Economic Council; […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Accounting, COVID-19, Disclosure, ESG, Financial reporting, Human capital, SEC, Securities regulation, Transparency
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Reforming U.S. Capital Markets to Promote Economic Growth
Executive Summary Vibrant and well-functioning U.S. capital markets create jobs, bolster investment, promote innovation, and enhance retirement savings. Capital markets function best when regulations allow for the efficient allocation of capital while protecting investors. In this report, we evaluate major trends and developments in U.S. capital markets and assess whether existing regulations are continuing to […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, Securities Regulation
Tagged Dual-class stock, Exchange-traded funds, Index funds, Institutional Investors, Repurchases, Securities regulation, Shareholder activism, Short-termism, Stewardship
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