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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
Less Aggressive SEC Sanctions on Violations by Crypto Issuers
Until September 30, 2019, Securities and Exchange Commission (“SEC”) enforcement actions in the crypto industry conveyed a consistent message: most crypto is a security, and if a token issuer does not follow the registration requirements of the Securities Act of 1933 (“1933 Act”), the issuer would face significant consequences in the form of substantial penalties, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Financial technology, Howey test, ICOs, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Settlements
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Stakeholder Governance—Issues and Answers
The Business Roundtable’s recent call for a commitment to long-term sustainable economic value creation has prompted a vigorous debate about the optimal corporate governance model for achieving that goal. Certain familiar arguments have reappeared in reaction to the Business Roundtable’s important statement rejecting shareholder primacy and embracing stakeholder governance. Various law firms and commentators insist […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Business Roundtable, Institutional Investors, Long-Term value, Shareholder primacy, Shareholder voting, Short-termism, Stakeholders, Sustainability
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The New Stock Market: Law, Economics, and Policy
Markets for trading financial instruments are a central feature of modern finance and play a crucial role in the larger economy. The U.S. stock market, where public equities are traded, is a global symbol of commerce and trade. Its total valuation is about $25 trillion—almost double the total assets held by the commercial banking system. […]
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Posted in Academic Research, Institutional Investors
Tagged Capital markets, Equity capital, Information asymmetries, Information environment, Stock performance, Stock returns
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Investment Management: Compliance Developments & Calendar for Private Fund Advisers
While the Securities and Exchange Commission (SEC) brought several enforcement actions in 2018-19, the most significant new developments were published interpretations and alerts. Other agencies, such as the Commodity Futures Trading Commission (CFTC), also provided new guidance and brought significant enforcement actions. Fiduciary Interpretation In June of 2019, the SEC adopted a new interpretation (the […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Books and records, CFTC, Disclosure, Fiduciary duties, Form ADV, Form CRS, Investment advisers, OCIE, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder voting
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Weekly Roundup: October 18–24, 2019
Stakeholder Impartiality: A New Classic Approach for the Objectives of the Corporation Posted by Amir N. Licht (Interdisciplinary Center Herzliya), on Friday, October 18, 2019 Tags: Boards of Directors, Canada, Duty of loyalty, Fiduciary duties, International governance, Stakeholders, UK 2019 Mid-Year Shareholder Activism Report Posted by Barbara Becker, Richard Birns and Daniel Alterbaum, Gibson, Dunn & Crutcher LLP, on Friday, October 18, 2019 Tags: Boards […]
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October 15, 2019 The Honorable Jay Clayton, Chairman The Honorable Robert J. Jackson, Jr., Commissioner The Honorable Allison Herren Lee, Commissioner The Honorable Hester M. Peirce, Commissioner The Honorable Elad L. Roisman, Commissioner c/o Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: File No. 4-725 Proxy Advisor Regulation Dear Commissioners: The […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Council of Institutional Investors, Institutional Investors, Institutional voting, Pension funds, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation
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The Corrosion Critique of Benefit Corporations
Benefit corporation statutes have emerged as the leading new statutory alternative to enable and encourage social enterprises, businesses which seek both to generate financial returns for their investors while also pursuing social missions. Some persons who strongly support social enterprises have criticized benefit corporation statutes, arguing that they create a mistaken impression that companies organized […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Benefit corporation, Corporate forms, Delaware articles, Delaware law, Shareholder primacy, Stakeholders, State law
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Outlaws of the Roundtable? Adopting a Long-term Value Bylaw
The CEOs of 150 major US public companies recently pledged to act for all of their “stakeholders”—customers, employees, suppliers, communities and yes, even stockholders. Much commentary ensued. But before we get too excited about whether these CEOs are grasping the mantle of government to act on behalf of the citizenry and other people who aren’t […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Business judgment rule, Business Roundtable, Delaware cases, Delaware law, Duty of loyalty, ESG, Long-Term value, Management, Shareholder primacy, Short-termism, Stakeholders
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Examining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors
Chairwoman Maloney, Ranking Member Huizenga, and members of the Subcommittee: I thank you for inviting me to testify. Stock buybacks are an important and increasingly controversial feature of our capital markets. I am honored to have been asked to participate in this hearing. I was asked for comment on the role of buybacks in the […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, HLS Research, Institutional Investors, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Disclosure, Equity-based compensation, Executive Compensation, Long-Term value, R&D, Repurchases, SEC, SEC rulemaking, Securities regulation, Shareholder value, Stakeholders, Transparency
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A Review of ISS Proposed 2020 Policy Changes
On October 7, 2019, Institutional Shareholder Services (ISS) released its Proposed Benchmark Policy Changes for 2020, reflecting 17 proposed new policies or policy changes, three of which are applicable to U.S. issuers. ISS is soliciting feedback from governance stakeholders on its proposed benchmark voting policies through 5:00 p.m., ET, on October 18, 2019. The following […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Charter & bylaws, Dual-class stock, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Repurchases, Shareholder voting
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