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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
Putting to Rest the Debate Between CSR and Current Corporate Law
There is an ongoing debate regarding the role of publicly traded for-profit business corporations in addressing the many serious challenges confronting society, including some directly involving nonshareholder corporate stakeholders (such as employees and communities). It has been framed most recently by a statement issued by the Business Roundtable on the purpose of a corporation and […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Practitioner Publications
Tagged Corporate forms, Corporate Social Responsibility, DGCL, Shareholder primacy, Stakeholders
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Implicit Communications and Enforcement of Corporate Disclosure Regulation
Corporate disclosure regulation and enforcement attempt to regulate the information publicly-traded corporations disseminate into the market. Although the federal securities laws focus primarily on explicit quantitative disclosures, corporations and corporate officials also make extensive use of implicit communications—qualitative information, tone and non-verbal cues. Thus, it is important to understand the extent to which information is […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Earnings disclosure, Information environment, Inside information, Liability standards, Regulation FD, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Shareholder suits
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Weekly Roundup: August 30–September 5, 2019
UK Guidance on Corporate Cooperation Credit Posted by Stuart Alford, Nathan H. Seltzer, and Christopher M. Ting, Latham & Watkins LLP, on Friday, August 30, 2019 Tags: Deferred prosecution agreements, International governance, Misconduct, Securities enforcement, Securities fraud, UK Closing the Information Gap Posted by Stephen Davis (Harvard Law School), on Friday, August 30, 2019 Tags: Accountability, Board independence, Board oversight, Board performance, Boards of Directors, Compliance & ethics, Oversight, Risk management […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Remarks to the SEC Investor Advisory Committee
Good morning. I understand the Committee will be continuing the discussion about our proxy system in today’s telephonic meeting. Last month the Commission issued guidance regarding how an investment adviser’s fiduciary duty and Rule 206(4)-6 under the Advisers Act relate to an adviser’s proxy voting on behalf of its clients, including in circumstances where the […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fiduciary duties, Investment advisers, Investment Advisers Act, Proxy advisors, Proxy voting, Retail investors, Rule 206, Shareholder voting
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Activist Proxy Slates and Advance Notice Bylaws
In a recent bench ruling, the Delaware Court of Chancery enforced an advance notice bylaw and thereby precluded an activist investor from nominating a slate of directors and conducting a proxy contest at a company’s annual meeting. The court enforced the plain terms of the advance notice bylaw, which required that notice of the nominations […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Proxy contests, Shareholder activism, Shareholder voting
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Did the Siebel Systems Case Limit the SEC’s Ability to Enforce Regulation Fair Disclosure?
The practice of firms selectively disclosing nonpublic information to analysts and preferred investors has been a longstanding concern for regulators. The Securities and Exchange Commission (SEC) promulgated Regulation Fair Disclosure (Reg FD) in October of 2000 with the goal of mitigating the practice of firms selectively disclosing material nonpublic information. Although the initial wave of […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Information asymmetries, Information environment, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation
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SEC’s New Guidance on Proxy Voting Responsibilities
Possibly signaling the future direction of regulation of proxy advisers, the U.S. Securities and Exchange Commission (SEC) on Aug. 21 issued two sets of interpretive guidance, one regarding proxy advisory firms under the proxy solicitation rules, and one regarding investment advisers and their proxy voting responsibilities. Among other things, the SEC issued an interpretation that […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Smaller Public Companies and ESG
When State Street Global Advisors erected the “Fearless Girl” statute on Wall Street in March 2017, it ignited a dialogue regarding gender diversity on corporate boards and further fueled the focus on environmental, social and governance (“ESG”) issues. Securities laws provide a mechanism for shareholders to submit proposals for inclusion in a company’s proxy materials, […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, California, Diversity, Engagement, ESG, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, State law
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Engineered Credit Default Swaps: Innovative or Manipulative?
Credit default swaps (“CDS”) are, once again, making waves. Maligned for their role in the 2008 financial crisis and condemned by the Vatican, investors are once more utilizing CDS to achieve results of questionable market benefit—and, globally, financial regulators are starting to pay attention. In a joint statement issued in June 2019, the Securities Exchange […]
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Posted in Academic Research, Derivatives, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Credit default swaps, Derivatives, Duty of good faith, International governance, Investor protection, ISDA, Market manipulation, Market reaction, Securities regulation, UK
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A First Challenge to California’s Board Gender Diversity Law
It was only a matter of time. As reported here on Bloomberg, a conservative activist group has filed a lawsuit, Crest v. Alex Padilla, in California state court on behalf of three California taxpayers seeking to prevent implementation and enforcement of SB 826, California’s Board gender diversity legislation. This appears to be the first litigation filed to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Securities litigation, State law
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