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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Executive and Director Compensation Reductions in the COVID-19 Era: An Ongoing Review of Russell 3000 Disclosures
As many businesses discharge, furlough, or drastically reduce pay to large shares of their workforces, some compensation committees are announcing their decision to cut base salaries and annual bonuses for C-suite executives as well as board cash retainers. The Conference Board, in collaboration with Semler Brossy’s research team and ESGAUGE Analytics, is keeping track of […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director compensation, Executive Compensation, Form 8-K, Management, SEC
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Courts Cut Shareholders Slack on Section 11 Claims
In the past several years, the number of claims filed against newly public companies under Section 11 of the Securities Act of 1933 has increased exponentially. Unfortunately, Section 11 packs quite a punch. Unlike fraud claims under the securities laws which require proof of reckless or intentional misconduct, Section 11 imposes strict liability against the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Class actions, IPOs, Liability standards, Section 11, Securities litigation, Securities regulation, Shareholder suits, Slack, Standing, Tech companies
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Purpose With Meaning: A Practical Way Forward
When leading money managers embrace the need for corporations to be socially responsible and the Business Roundtable (BRT) declares that the purpose of a corporation is “to create value for all stakeholders,” it is safe to say that purpose has gone mainstream in the corporate narrative. A consensus is emerging that society and diversified investors […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, ESG, HLS Research
Tagged Accountability, Benefit corporation, Boards of Directors, Business Roundtable, Corporate Social Responsibility, Delaware cases, Delaware law, Disclosure, Duty of care, ESG, Institutional Investors, Long-Term value, Shareholder value, Stakeholders, Sustainability
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Remarks by SEC Chairman Clayton to the Financial Stability Oversight Council
From a systemic risk point of view, the SEC’s primary responsibilities in this period of stress are three-fold: Market function. Using our authority, expertise and experience to help ensure the continuing, orderly and fair function of the securities markets—including equities, fixed income securities, funds and other products. Market monitoring. Monitoring market prices and price movements, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Compliance and disclosure interpretation, COVID-19, Disclosure, Information environment, Investor protection, Market conditions, SEC, Securities regulation, Transparency
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Remaining Attuned to Internal Whistleblower Reports
The SEC’s whistleblower program has long been a centerpiece of its enforcement efforts. Over the past seven weeks alone, the Commission has announced eight whistleblower awards totaling more than $56 million, including a single award on April 16 of $27 million, the largest of the year and the sixth largest award overall since the inception […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Reporting regulation, SEC, SEC enforcement, Securities enforcement, Whistleblowers
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Weekly Roundup: May 8–14, 2020
Rulemaking Petition to Allow Use of E-Signatures Posted by Cydney Posner, Cooley LLP, on Friday, May 8, 2020 Tags: COVID-19, Cybersecurity, Disclosure, Filings, Regulation S-T, SEC, SEC rulemaking, Securities regulation Director Oversight Duties Amidst COVID-19 Posted by Jane Goldstein, Daniel Lim, and Kenneth Monroe, Ropes & Gray LLP, on Friday, May 8, 2020 Tags: Boards of Directors, COVID-19, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Management, Risk, Securities litigation Stewardship and Shareholder […]
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A familiar refrain has emerged as the COVID-19 pandemic continues: companies will be judged for years based on the actions they take today. Perhaps no other issue will generate such long-lasting implications—to a company’s reputation, brand, and resiliency—as how a company treats its people during these trying weeks and months. It would be naïve to […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation ratios, COVID-19, Engagement, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy advisors, Transparency
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Operating in a Pandemic: Securities Litigation Risk and Navigating Disclosure Concerns
The COVID-19 pandemic has introduced new corporate disclosure issues and increased the attendant risk of securities fraud actions, as evidenced by plaintiffs’ initial filings across the country in the past few weeks. This article discusses the significance of those initial suits to public reporting companies and how companies can tailor and update their disclosures to […]
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Posted in Accounting & Disclosure, Bankruptcy & Financial Distress, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bankruptcy, Class actions, COVID-19, Derivative suits, Disclosure, SEC, Section 10(b), Securities litigation, Securities regulation, Shareholder suits
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