-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
8-K Trading Gap Act
Last week, the House overwhelmingly passed legislation aimed at closing what lawmakers have called a “loophole” for insider trading—corporate insiders trading between the occurrence of a corporate event and its disclosure through a Form 8-K filing (the “8-K Gap”). The 8-K Trading Gap Act (“the Bill”) passed with broad bipartisan support. If passed by the […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Form 8-K, Insider trading, Regulation FD, SEC, SEC enforcement, Securities litigation, Securities regulation, US House
Comments Off on 8-K Trading Gap Act
Weekly Roundup: January 31-February 6, 2020
Navigating the ESG Landscape Posted by Sandra Flow, Caroline Hailey, and Ahsan Sayed, Cleary Gottlieb Steen & Hamilton LLP, on Friday, January 31, 2020 Tags: Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Sustainability 2019 Year-End Securities Enforcement Update Posted by Mark K. Schonfeld, Tina Samanta, and Amy Mayer, Gibson, Dunn & Crutcher LLP, on Friday, January 31, 2020 Tags: Accounting, Cryptocurrency, Financial technology, Insider trading, Investment advisers, Regulation […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: January 31-February 6, 2020
Glass Lewis Comment Letter to the SEC About Proposed Proxy Rules for Proxy Voting Advice
Thank you for the opportunity to comment on the “Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice,” recently proposed by the Securities and Exchange Commission. Glass Lewis shares the Commission’s goal of making sure that the proxy process functions properly and enables shareholders to exercise their right to vote at annual and […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Comment letters, Glass Lewis, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
Comments Off on Glass Lewis Comment Letter to the SEC About Proposed Proxy Rules for Proxy Voting Advice
ISS Comment Letter on Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice
Institutional Shareholder Services Inc. (ISS) submits these comments in response to the above-referenced proposal to regulate proxy advice as a proxy solicitation under the Securities Exchange Act of 1934 (Exchange Act). Over the past several years, proxy advisers have become surrogates in the debate over how much say shareholders should have in the companies they […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Boards of Directors, Comment letters, Conflicts of interest, Disclosure, Engagement, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
Comments Off on ISS Comment Letter on Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice
The Economics of Shareholder Proposal Rules
Below is text from the comment letter that I submitted to the SEC earlier this week with respect to the proposed rule. The comments focus on the economic analysis described in the Commission’s Release (“the Economic Analysis”). * * * * As I explain below, the Economic Analysis does not provide an acceptable basis for […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors, SEC Comment letters, Securities Regulation
Tagged Capital formation, Comment letters, Institutional Investors, Private ordering, Proxy voting, Retail investors, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on The Economics of Shareholder Proposal Rules
Advance Notice Bylaw and Activists Board Nominees
The Delaware Supreme Court recently held that a stockholder activist failed to comply with an advance notice bylaw. The Supreme Court ruled that the bylaw was clear and unambiguous and the activist’s failure to comply rendered its nominees ineligible. In doing so, the Supreme Court reversed the Court of Chancery’s determination that the board of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Disclosure, Hedge funds, Institutional Investors, Shareholder activism
Comments Off on Advance Notice Bylaw and Activists Board Nominees
Confidential Treatment Applications and SEC Disclosure Guidance
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new “CF Disclosure Guidance: Topic No. 7” (Guidance) regarding confidential treatment requests pursuant to Securities Act Rule 406 and Exchange Act Rule 24b-2. The Guidance addresses how and what to include when submitting a confidential treatment request objecting […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Confidentiality, Disclosure, Exchange Act, FOIA, Information environment, SEC, Securities Act, Securities regulation
Comments Off on Confidential Treatment Applications and SEC Disclosure Guidance
Proxy Access: A Five-Year Review
Pressure from large institutional investors, including public and private pension funds, and other shareholders has led to the widespread adoption of proxy access by large U.S. public companies in the past five years. Proxy access is now mainstream at S&P 500 companies (76%) and has been adopted by just over half of the companies in […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, No-action letters, Proxy access, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
1 Comment
The Economics of Regulating Proxy Advisors
Below is text from the comment letter that I submitted to the SEC earlier this week with respect to the proposed rule regarding proxy advisors. My comments focus on the economic analysis described in the Commission’s Release (“the Economic Analysis”). * * * * As explained below, the Economic Analysis cannot provide a basis for […]
Click here to read the complete post