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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
Weekly Roundup: May 13 – 19, 2022
Engaging with Vanguard Posted by Allie Rutherford, PJT Camberview, on Friday, May 13, 2022 Tags: Asset management, Boards of Directors, Engagement, ESG, Executive Compensation, Index funds, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Vanguard Stewardship in the Context of Geopolitical Risk Posted by Benjamin Colton, Holly Fetter, and Ryan Nowicki, State Street Global Advisors, on Friday, May 13, 2022 Tags: Engagement, ESG, Index funds, Institutional Investors, International governance, Risk, Risk management, Stewardship Liability When Stockholder’s […]
Click here to read the complete postAnnual Meetings and Activism in the Era of ESG and TSR
During the past five years we have been experiencing: (1) activism seeking greater total shareholder return or a price enhancing transaction or the abandonment of a merger or other financial transaction, (2) activism to achieve a change in management to accomplish the activist’s objective, either TSR or ESG, and (3) activism to seek both TSR […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged ESG, Institutional Investors, Proxy voting, Shareholder activism, Shareholder voting, Stakeholders
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Stewardship Activity Report
Stewardship Activity Report This post covers State Street Global Advisors’ stewardship activities in Q4 2021, including examples of notable successes and resulting outcomes from high-profile engagements, and outlines our stewardship priorities for 2022.
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Australia, Disclosure, ESG, Germany, International governance, Japan, Labor markets, Stewardship
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Remarks by Chair Gensler Before the 2022 NASAA Spring Meeting & Public Policy Symposium
Thank you, Melanie. My thanks to the state securities regulators in the audience and to the North American Securities Administrators Association (NASAA) for your vital work to protect investors. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff. Today, […]
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Posted in ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cryptocurrency, Engagement, ESG, SEC, SEC rulemaking, Securities regulation, Systemic risk, Transparency
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Testimony by Chair Gensler at Hearing before the Subcommittee on Financial Services and General Government, U.S. House Appropriations Committee
Good morning, Chairman Quigley, Ranking Member Womack, and members of the Subcommittee. I’m honored to appear before you for the second time as Chair of the Securities and Exchange Commission. It is good to be here alongside Federal Trade Commission Chair Khan. As is customary, I’d like to note that my views are my own, […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Financial technology, SEC, SEC enforcement, Securities enforcement, Securities regulation, Systemic risk, US House
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ESG Task Force Brings First Case
As described in this press release, the SEC has filed a complaint against Vale S.A., a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam. The collapse killed […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Brazil, Corporate crime, Disclosure, ESG, International governance, Misconduct, SEC, SEC enforcement, Securities enforcement, Stakeholders, Sustainability
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The Most Curious Rule Proposal in Securities and Exchange Commission History
I write this post in response to the release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The Scope of this Post. The Proposed Rules are of three categories: Disclosure Rules, Audit Rules, and Prohibited Activity Rules. These comments relate solely to the Prohibited […]
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Posted in Academic Research, Accounting & Disclosure, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Information environment, Investment advisers, Private equity, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation
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A Mid-Season Look at 2022 Shareholder Proposals
As we sit squarely in the middle of proxy season, we have a useful vantage point from which to consider already announced shareholder proposals and anxiously await investor feedback on those matters presented for shareholder votes. From this vantage point, corporate directors can better anticipate and prepare for trends that may ultimately be presented to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Proxy voting, Shareholder proposals, Shareholder voting
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California Court of Appeal Upholds Federal Forum Provision
Key Points In the first appellate decision issued outside of Delaware, the California Court of Appeal enforced a forum selection clause in a corporate charter requiring that all Securities Act claims be brought in federal court. Companies can now avoid the cost and inefficiency of having to litigate post-offering securities class actions simultaneously in both […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Charter & bylaws, Forum selection, Securities Act, Securities litigation, State law
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Modernization of Beneficial Ownership Reporting
In this post, we provide comments on the proposed rules. We appreciate the opportunity to provide comments on the proposed rules relating to the Modernization of Beneficial Ownership Reporting. One of us, Charlie Penner, has been working in shareholder activism for over a decade, starting in traditional activism and more recently focusing on expanding activist […]
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