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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
Going Beyond “Use-Of-Proceeds” to Reach International Sustainability Targets
More than a decade after the first Green Bond issuance, the original model of Use-of-Proceeds deals, where proceeds are spent on specifically identified projects, appears insufficient to meet international sustainability targets. The market has seen a number of new structures in the past year alone—from sustainability-linked bonds dedicated to general corporate purposes to transition bonds. […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bonds, Capital formation, Capital markets, ESG, International corporate governance, Reputation, Sustainability, Transparency
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Director and Officer Duties in Management Buyouts: A Comparative Assessment
The U.S. and U.K. regulatory frameworks diverge in important ways—especially concerning their fiduciary duties. Scholars have therefore found it useful to compare how the two frameworks govern both merger and acquisition (M&A) transactions and self-dealing transactions. But scholars have yet to comparatively assess U.S. and U.K. regulations for the M&A transaction that may pose the greatest risk […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Accountability, Acquisitions, Boards of Directors, Buyouts, Fiduciary duties, Going private, International governance, Management, Mergers & acquisitions, Securities enforcement, UK
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Justice Department Updates Its Guidance on Corporate Compliance Programs
Earlier this month, the Criminal Division of the Department of Justice updated its guidance for prosecutors to use when evaluating a company’s compliance program in the context of corporate charging and settlement decisions. While the revised guidance is very similar to DOJ’s April 2019 version, it includes substantive updates in a number of areas—including regarding […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Compliance officer, DOJ, Due diligence, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities regulation, Settlements
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Time to Rethink the S in ESG
Putting the ‘S’ in context In early 2019, we wrote a paper highlighting that the focus on Environmental, Social & Governance or ‘ESG’ issues in the capital markets had firmly shifted from the margin to the mainstream. This shift was reflected in the scale of capital being invested in ESG oriented investment funds alongside a […]
Click here to read the complete postAddressing Climate as a Systemic Risk: A Call to Action for Financial Regulators
Executive Summary Systemic risks have the potential to destabilize capital markets and lead to serious negative consequences for financial institutions and the broader economy. Under this definition, climate change, like the current COVID-19 crisis, is indisputably a systemic risk. Its wide-ranging physical impacts, combined with expected transitions to a net-zero carbon economy and other socio-economic […]
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Posted in Accounting & Disclosure, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Financial crisis, Financial regulation, Risk, Risk management, Securities regulation, Sustainability, Systemic risk
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Update by Chairman Clayton on the Commission’s Targeted Regulatory Relief to Assist Market Participants Affected by COVID-19 and Ensure the Orderly Function of our Markets
Introduction The U.S. Securities and Exchange Commission’s efforts in response to the COVID-19 pandemic are centered, first and foremost, on the health and safety of our employees and all Americans. The Commission’s recognition of the corresponding need of market participants to also prioritize health and safety while ensuring the continuity of operations essential to the […]
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Posted in Accounting & Disclosure, Boards of Directors, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Capital formation, COVID-19, Disclosure, Financial reporting, Securities regulation
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Asset Manager Perspective: Shareholder Proposals on Sustainability
Voting on shareholder proposals allows investors to exercise their ownership rights by holding the board accountable and steering companies in the right direction. In many markets, an increasing number of proposals focus on the environmental and social aspects of companies’ activities. Emerging academic research indicates that some of these proposals may have positive financial implications […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, ESG, Institutional Investors, Materiality, Pension funds, Shareholder proposals, Shareholder voting, Sustainability
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Supreme Court Limits SEC Disgorgement Remedy
In an 8-1 decision issued today in Liu v. SEC, the Supreme Court upheld the SEC’s authority to obtain disgorgement from securities law violators, but also indicated some limitations on the scope of the remedy. Some observers had raised questions about the continued viability of the disgorgement remedy after the Court’s 2017 decision in Kokesh […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, Liability standards, SEC, SEC enforcement, Securities enforcement, Supreme Court
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Testimony by Chairman Clayton before the Investor Protection, Entrepreneurship, and Capital Markets Subcommittee U.S. House Committee on Financial Services
Chairman Sherman, Ranking Member Huizenga and Members of the Subcommittee, thank you for the opportunity to testify today to highlight the U.S. Securities and Exchange Commission’s response to the effects of COVID-19 on our capital markets. COVID-19 has had profound effects on our capital markets and our broader economy. At the outset of the pandemic, […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital markets, COVID-19, Emerging markets, ESG, Financial Services Committee, Investor protection, Market conditions, Market reaction, Misconduct, Program on Institutional Investors, Retail investors, SEC enforcement, Securities enforcement, Securities regulation, Systemic risk, US House
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Response to US Critics of the French Securities Regulator Position on Activism
The measures proposed on April 28, 2020, by the Autorité des marchés financiers (French Financial Market Authority) in response to an environment of increasing shareholder activism have been generally welcomed by the financial markets of Paris. They have been judged by most operators to be appropriate and balanced, although they supplement a legal system that […]
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Posted in Academic Research, International Corporate Governance & Regulation, Securities Regulation
Tagged EU, Europe, France, International governance, Securities regulation, Shareholder activism, Short sales, Transparency
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