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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
- 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
A Tale of Two Networks: Common Ownership and Product Market Rivalry
The past few decades have seen public equity markets becoming increasingly dominated by a few large, diversified institutional investors such as BlackRock, Vanguard, and Fidelity. This phenomenon has led in turn to a dramatic increase in common ownership (or horizontal shareholding)—an arrangement under which large investors own shares in several competing firms. For antitrust authorities […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Securities Regulation
Tagged Antitrust, Capital markets, Common ownership, Institutional Investors, Shared ownership
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SEC Files Fraud Complaint over False Safety Claims
In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that Vale S.A., a publicly-traded Brazilian mining company and one of the world’s largest iron ore producers, knowingly made false and […]
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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 corporate governance, Misconduct, SEC, SEC enforcement, Securities enforcement, Stakeholders
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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
1 Comment
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
1 Comment
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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