Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Making a Comeback: SEC Fines for Regulation FD Violations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 11, 2019

For the first time in six years, the U.S. Securities and Exchange Commission issued an enforcement action against a company solely for Regulation FD violations. On Aug. 20, the SEC announced that it charged life sciences company TherapeuticsMD (TMD) with violations of Regulation FD for selectively communicating to sell-side analysts information about interactions between TMD […]

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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , | Comments Off on Making a Comeback: SEC Fines for Regulation FD Violations

Proxy Plumbing Recommendation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 10, 2019

This recommendation relates to the U.S. proxy system. The proxy system is complex and multifaceted and will require an iterative, multi-step approach to improve it over a long period of time. We do not believe private actors will improve the system without SEC intervention. We have focused on areas that are clearly in need of […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , , , | Comments Off on Proxy Plumbing Recommendation

The SEC and Regulation of Exchange-Traded Funds: A Commendable Start and a Welcome Invitation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 10, 2019

Exchange-traded funds (“ETFs”) are among the most important financial innovations of the modern era. ETFs offer individual and institutional investors alike a unique investment opportunity. Throughout the trading day, the ETF can be viewed as providing a nearly “frictionless,” often low-cost portal to and from a bewildering universe of plain vanilla and arcane asset classes, […]

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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Regulation | Tagged , , , , , , | Comments Off on The SEC and Regulation of Exchange-Traded Funds: A Commendable Start and a Welcome Invitation

Executive Compensation and ESG

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 10, 2019

In the United States, environmental, social, and governance (ESG) issues have become a priority, especially for the largest public companies. In a 2017 survey, “Pearl Meyer Quick Poll: ESG and its Potential Link to Incentives,” 60 percent of companies surveyed report that ESG issues are a top concern and of those, 34 percent indicated that […]

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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications | Tagged , , , , , , , , | Comments Off on Executive Compensation and ESG

Rule 14a-8 No-Action Requests

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 9, 2019

After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could most efficiently and effectively provide guidance where appropriate. The staff will continue to actively monitor […]

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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation | Tagged , , , , , , , | Comments Off on Rule 14a-8 No-Action Requests

Incorporating Market Reactions Into SEC Rulemaking

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 9, 2019

How might a financial regulator, such as the SEC, engage in an empirically informed rulemaking? This question has been an interest of mine since my days of working at the SEC. For example, how exactly would empirically informed rulemaking work in a setting where a regulatory agency seeks to adopt a rule of first impression—a […]

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Firearms—Investor Responses amid Political Inaction

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 9, 2019

During the first weekend of August, the United States (U.S.) again experienced two deadly mass shootings, the first one taking place in a Walmart store in El Paso, Texas, the second in the Oregon Historic District in Dayton, Ohio. The shootings, which occurred within less than 24 hours of each other, left 32 people dead […]

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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , | 1 Comment

Presidential Authority to Ban Companies from Operating in China

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, September 8, 2019

On August 23, 2019, President Trump tweeted that “American companies are hereby ordered to immediately start looking for an alternative to China, including bringing. . .your companies [home] and making products in the USA.” In further tweets, the President raised a series of grievances with China, including intellectual property theft, and ordered several U.S. companies […]

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SEC Proposal Concerning Regulation S-K

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, September 8, 2019

On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K. The proposed amendments are intended to improve the readability of disclosures for investors and simplify compliance requirements for companies. Below is a summary of […]

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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , | Comments Off on SEC Proposal Concerning Regulation S-K

Proxy Scorecard and Fund Competition

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, September 7, 2019

Corporations facilitated the most dynamic economic growth in history. Dispersed ownership hampers their ability to address adverse impacts that undermine workers, society and the environment. Ironically, the concentrated power of giant index funds presents an opportunity to address those issues through proxy scorecards providing increased feedback. See SEC rulemaking petition, File 4-748, Request to amendment […]

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