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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Supreme Court Is Asked to Weaken the SEC’s Ability to “Make Things Right”: Amici Curiae Brief
This March, the Supreme Court is set to hear oral argument on whether the SEC may continue seeking “disgorgement”—or the giving-up of all ill-gotten gains—in civil enforcement proceedings brought in federal court. The SEC has long taken the view that wrongdoers should not be permitted to reap the benefits from their misconduct. And while stark […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Kokesh, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court, U.S. federal courts
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2020 Compensation Committee Handbook
Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This sixth edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates is intended to help compensation committee members understand and comply […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged #MeToo, Accounting, Compensation committees, Director compensation, Diversity, Equity-based compensation, ESG, Executive Compensation, Incentives, Institutional Investors, Pay for performance, Say on pay, Securities enforcement, Securities litigation, Securities regulation, Shareholder voting
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Speech by Commissioner Elad Roisman on Myths and Realities: Modernizing the Proxy Rules
I. Introduction Thank you, Dean [Steven] Payne and David [Blass] for the kind introduction and for the concise summary of the recent SEC proposals to update the rules governing the solicitation of proxies and submission of shareholder proposals. Thank you also to the Catholic University Columbus School of Law for hosting me and, in particular, […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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SEC’s Office of Compliance Inspection: Examination Priorities for 2020
On January 7, 2020, the Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (“SEC”) published its examination priorities for 2020 (the “2020 Priorities”). OCIE’s examination priorities are released annually and are designed to preview key areas where OCIE intends to focus its limited resources. The 2020 Priorities address the following […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Cybersecurity, Duty of care, Financial technology, Investor protection, OCIE, Retail investors, Risk management, SEC, Securities regulation
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Statement by Chairman Jay Clayton on Proposed Amendments to Modernize and Enhance Financial Disclosures
Disclosure Effectiveness Initiative—Financial Disclosures and Performance Metrics Today, the Commission proposed amendments to eliminate duplicative disclosure, and modernize and enhance Management’s Discussion and Analysis (MD&A) disclosures. The Commission also provided guidance on the use of key performance indicators and metrics in MD&A. The Commission’s work reflects the unparalleled experience of the SEC staff as it […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Risk disclosure, Sustainability
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Statement by Commissioner Lee on “Modernizing” Regulation S-K: Ignoring the Elephant in the Room
Today’s proposal is most notable for what it does not do: make any attempt to address investors’ need for standardized disclosure on climate change risk. The Commission last addressed climate change disclosure in 2010. In that guidance we identified four existing items in Regulation S-K that may require disclosure related to climate change: description of […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Sustainability
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Statement by Commissioner Peirce on Proposed Amendments to Modernize and Enhance Financial Disclosures
I am delighted to support the proposed amendments and companion guidance released today. The proposal is the latest in a string of efforts by the Commission to simplify and update disclosure requirements in a way that reduces costs ultimately borne by shareholders while preserving important investor protections. Thank you to the staff of the Divisions […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Environmental disclosure, ESG, Form 10-K, Materiality, SEC, Securities regulation, Sustainability
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IAC Recommendation Concerning SEC Guidance and Rule Proposals on Proxy Advisors and Shareholder Proposals
This recommendation addresses recent SEC actions regarding the proxy system, including two guidance documents and two rule proposals (the PA/SP actions). The Investor Advisory Committee (IAC) shares the Commission’s interest in revisiting the voting system as practices and participants have evolved over time. Periodically reviewing whether SEC oversight is aligned with market practices helps assure […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Boards of Directors, Conflicts of interest, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Universal proxy ballots
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2019 Year-End Securities Enforcement Update
I. Introduction: Themes and Notable Developments A. Behind and Beyond the Enforcement Numbers This year, the SEC’s review of the performance of the Enforcement Division has de-emphasized the statistics and focused more on qualitative measures of its performance. As Chairman Clayton noted in his December testimony to the Senate Banking Committee, “purely quantitative measures alone […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Cryptocurrency, Financial technology, Insider trading, Investment advisers, Regulation FD, SEC, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, Whistleblowers
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Navigating the ESG Landscape
Investors and other stakeholders continue to focus on environmental, social and governance (ESG) issues at public companies, both as a driver of financial performance and as a factor of social importance. The ESG landscape continues to evolve, both in the United States and in Europe, and boards should continue to consider ESG issues, particularly in […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Sustainability
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