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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
Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019. Below we discuss some of the recent highlights, as well as recent rulemaking activity by the SEC, the New York Stock Exchange […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Brexit, Cybersecurity, Disclosure, International governance, LIBOR, NASDAQ, NYSE, Regulation S-K, Risk oversight, SEC, Securities regulation, Sustainability
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The SEC’s Evolving Views Regarding Proxy Advisors
Executive Summary On August 21, 2019, the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance regarding the role of proxy advisors in the proxy voting process. This guidance is expected to play an important role in the upcoming 2020 proxy season, as the Commission further defines the voting obligations of registered investment advisors […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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CEO and Executive Compensation Practices: 2019 Edition
The Conference Board recently released CEO and Executive Compensation Practices: 2019 Edition, which documents trends and developments on senior management compensation at companies issuing equity securities registered with the US Securities and Exchange Commission (SEC) and, as of May 2019, included in the Russell 3000 Index. The report has been designed to reflect the changing […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation committees, Compensation disclosure, Engagement, Equity-based compensation, Executive Compensation, Long-Term value, Pay for performance, Peer groups, Surveys
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The Roundtable’s Stakeholderism Rhetoric is Empty, Thankfully
This summer, the Business Roundtable released an updated “Statement on the Purpose of the Corporation” that disavows the Roundtable’s longstanding endorsement of shareholder primacy—the notion that corporations should principally serve shareholders. The Statement changes precisely nothing. But that’s a good thing. Firms and the broader economy would suffer if CEOs could unilaterally disempower shareholders. The […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, HLS Research
Tagged Boards of Directors, Business Roundtable, Capital formation, Capital markets, Corporate Social Responsibility, Fiduciary duties, Management, Public firms, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders
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Delaware Dismissal of Excessive Director Pay Case
On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx Pharmaceutical Inc. claimed that the company’s board of directors had awarded its non-employee directors excessive pay. Under applicable Delaware law, a stockholder asserting […]
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Posted in Boards of Directors, Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Securities litigation, Shareholder suits
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Weekly Roundup: November 15–21, 2019
Recent Cyber Attacks Target Asset Management Firms Posted by Jeannie S. Rhee, Udi Grofman and Jeh Charles Johnson, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, November 15, 2019 Tags: Asset management, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Financial institutions, Financial regulation, Risk, Risk management, SEC, SEC enforcement, Securities enforcement Overboarding by Public Company Directors: 2019 Update Posted by Steven Haas and Lawton Way, Hunton Andrews […]
Click here to read the complete postRegulation by Selective Enforcement: The SEC and Initial Coin Offerings
Critics of the SEC have claimed that at times it has engaged in “Regulation by Enforcement,” where it makes law through enforcement actions rather than by developing and passing clear rules. This argument has periodically surfaced with respect to some of the most important issues addressed by the SEC over the decades—insider trading, questionable foreign […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Cryptocurrency, Financial technology, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Supreme Court Review of SEC’s Authority to Seek Disgorgement
On Friday, November 1, 2019, the Supreme Court granted certiorari in Liu v. Securities and Exchange Commission, a case that challenges the SEC’s long-held position that it has authority to seek disgorgement for securities laws violations as a form of equitable relief. This view has come under fire since Kokesh v. Securities and Exchange Commission, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, Securities fraud, Supreme Court
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Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney
November 18, 2019 The Honorable Carolyn B. Maloney Chair, Subcommittee on Investor Protection, Entrepreneurship, and Capital Markets United States House of Representatives 2308 Rayburn House Office Building Washington, D.C. 20515-3212 VIA ELECTRONIC DELIVERY Dear Chair Maloney: Thank you for your July 15 letter regarding my research on the need for transparency in corporate political spending—and […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, ESG, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Agency costs, Disclosure, Institutional Investors, Political spending, SEC, SEC rulemaking, Securities regulation, Shareholder voting, Transparency
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Risk Management and the Board of Directors
Introduction Overview The risk oversight function of the board of directors has never been more critical and challenging than it is today. Rapidly advancing technologies, new business models, dealmaking and interconnected supply chains continue to add to the complexity of corporate operations and the business risks inherent in those operations. The evolving political environment further […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Disclosure, ESG, Institutional Investors, Proxy advisors, Risk, Risk management, Risk oversight, Shareholder voting, Sustainability, Wells Fargo
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