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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
Statement by Chair Gensler on Proposed Updates to Names Rule
Today [May 25, 2022], the Commission is considering a proposal to update the Names Rule. I am pleased to support this proposal because, if adopted, it would modernize this key rule for today’s markets and enhance the transparency of the asset management field. A fund’s name is often one of the most important pieces of […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Transparency
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Statement by Commissioner Peirce on Proposed Updates to Names Rule
Thank you, Mr. Chair, and thank you to the staff in the Divisions of Investment Management and Economic and Risk Analysis, and the Office of the General Counsel, and to others at the Commission who worked on this proposal. Thank you for meeting demanding deadlines under considerable pressure and for fielding my many questions with […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Transparency
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Weekly Roundup: May 20-26, 2022
SEC Files Fraud Complaint over False Safety Claims Posted by Jason Halper, Mark Beardsworth, and Duncan Grieve, Cadwalader, Wickersham & Taft LLP, on Friday, May 20, 2022 Tags: Brazil, Corporate crime, Disclosure, ESG, International corporate governance, Misconduct, SEC, SEC enforcement, Securities enforcement, Stakeholders A Tale of Two Networks: Common Ownership and Product Market Rivalry Posted by Florian Ederer (Yale) and Bruno Pellegrino (University of Maryland), on Friday, […]
Click here to read the complete postStatement by Chair Gensler on ESG Disclosures Proposal
Today [May 25, 2022], the Commission is considering a proposal to improve disclosures by certain investment advisers and funds that purport to take Environmental, Social, and Governance (ESG) factors into consideration when making investing decisions. I am pleased to support this proposal because, if adopted, it would establish disclosure requirements for funds and advisers that […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Environmental disclosure, ESG, Greenwashing, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Statement by Commissioner Peirce on ESG Disclosures Proposal
Thank you, Mr. Chair. A key impetus for today’s rulemaking is a legitimate concern about the practice of greenwashing by investment advisers and investment companies. This concern is real because advisers can mint money by calling their products and services “green” without doing anything special to justify that label. Only days ago, we settled an […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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Statement by Commissioner Lee on ESG Disclosures Proposal
I am pleased to support today’s proposal to bring greater transparency and accountability to sustainable investing. There has been explosive growth in investor interest and demand around such investments, both domestically and internationally. With that increasing demand comes increasing need for consistent, comparable, and reliable information—information to help protect investors from “greenwashing,” or exaggerated or […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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Nosedive: Boeing and the Corruption of the Deferred Prosecution Agreement
For public corporations, the deferred prosecution agreement (or “DPA”) has become the default rule. Whatever the crisis or scandal—foreign corrupt practices, securities fraud, opioids—the response of the public corporation is to cut a deal with the U.S. Attorney under which it conducts an internal investigation, agrees to a joint “Statement of Facts” describing the misconduct, […]
Click here to read the complete postThe Cost of Proxy Contests
By now we’ve heard a lot about the universal proxy card (UPC), and how it makes life easier for activist investors and harder for companies. We set forth the highlights earlier. Many observers note UPC will lower the cost of proxy contests, and thus encourage more of them. Here, we dig into exactly how that […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy contests, Proxy voting, Securities regulation, Shareholder voting, Solicitation, Universal proxy ballots
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Hell or High Water Provisions in Merger Agreements: A Practical Approach
When a business is being sold, the sellers, regardless of whether it is the Board of Directors of a public company, or a private owner, take into consideration three overarching factors: price, speed, and certainty. In recent years, particularly in light of the Biden Administration’s focus on antitrust enforcement and policy, antitrust clearance under the […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Antitrust, DOJ, FTC, Merger litigation, Mergers & acquisitions, Securities enforcement
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