Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Changes to Required Disclosures for Acquisitions and Dispositions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, June 13, 2020

On May 21, 2020, the Securities and Exchange Commission adopted changes to the financial disclosure requirements relating to the acquisition and disposition of businesses. As set forth in greater detail below, these changes will greatly assist SEC reporting companies in terms of streamlining and eliminating immaterial information relating to acquisitions and dispositions and will provide […]

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SEC Staff Shows New Openness to Closed-End Fund Defenses

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 12, 2020

In a potentially significant reversal of a prior Securities and Exchange Commission (SEC) staff position that could enhance the ability of closed-end funds to defend against activist shareholders, the Division of Investment Management of the SEC on May 27, 2020, withdrew a 2010 no-action letter that criticized the use by closed-end funds of certain defensive […]

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A Successful Season for SASB-Based Shareholder Resolutions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 12, 2020

Timed to the 2020 Annual General Meeting (AGM) season, shareholder advocacy non-profit As You Sow filed seven shareholder resolutions, on behalf of individual proponents, that specifically requested material disclosure compliant with environmental and social corporate reporting standards published by the Sustainability Accounting Standards Board (SASB). SASB standards are explicitly designed to reflect financially material aspects […]

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Weekly Roundup: June 5–June 11, 2020

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 12, 2020

Value Creation in Private Equity Posted by Markus Biesinger (EBRD), Çağatay Bircan (EBRD), and Alexander Ljungqvist (Stockholm School of Economics), on Friday, June 5, 2020 Tags: Emerging markets, Financial reporting, Long-Term value, Private equity, Profitability, Venture capital firms A Framework for Management and Board of Directors Consideration of ESG and Stakeholder Governance Posted by Martin Lipton, Steven A. Rosenblum, and William Savitt, […]

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Stock Ownership Guideline Administration

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 11, 2020

Stock ownership guidelines are a common element of today’s pay programs for executives and directors which reinforce one of the key objectives of equity awards: building and maintaining stock ownership over an individual’s career. Compliance with those guidelines can be problematic in times when there is considerable volatility in financial results and stock prices as […]

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COVID-19 and Club Deals: An Alternative to Debt Financing for Acquirors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 11, 2020

As the COVID-19 pandemic continues to cause turmoil in the global economy and financial markets, debt financing sources are tightening their grip on available liquidity while reassessing existing facilities and lending practices in light of these new market conditions. Many companies have drawn down existing revolvers as a source of liquidity to ride out the […]

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Investment Advisers’ Fiduciary Duties: The Use of Artificial Intelligence

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 11, 2020

Artificial intelligence (AI) is an increasingly important technology within the investment management industry. AI has been used in a variety of ways—including as the newest strategy for attempts to “beat the market” by outperforming passive index funds that are benchmarked against the S&P 500, despite the long-standing finding that index funds consistently win that contest. […]

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An Early Look at the 2020 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 10, 2020

With only one month remaining in the 2020 proxy season, an examination of early voting statistics among Russell 3000 companies reveals that climate-related investor concerns are having a meaningful impact on the 2020 season. This is not surprising given the focus paid to this topic by both BlackRock and State Street in their respective CEO […]

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Loss Causation in Securities Fraud Cases Brought After a Crisis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 10, 2020

The economic disruptions caused by COVID-19 are causing many to question whether a new wave of investment losses are on the horizon and whether a corresponding wave of investor-led litigation reminiscent of financial crisis era litigation will follow. In a significant decision for defendants, the New York Supreme Court Commercial Division recently reminded would-be plaintiffs […]

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The Ripple Effect of EU Taxonomy for Sustainable Investments in U.S. Financial Sector

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 10, 2020

Environmental, Social and Governance (ESG) Funds have demonstrated competitive financial performance in recent years, and were found by a recent Morningstar survey to be more resilient than their conventional counterparts to the financial impacts of the COVID-19 pandemic. As U.S. investors increasingly take ESG factors, and particularly climate change, into account, they should monitor and, […]

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