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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
Firearms—Investor Responses amid Political Inaction
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 […]
Click here to read the complete postPresidential Authority to Ban Companies from Operating in China
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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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged China, Donald Trump, International Emergency Economic Powers Act, International governance, Sanctions
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SEC Proposal Concerning Regulation S-K
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 Disclosure, Information environment, JOBS Act, Materiality, Regulation S-K, Risk disclosure, SEC, Securities regulation
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Proxy Scorecard and Fund Competition
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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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ESG, Institutional Investors, Mutual funds, Proxy advisors, Proxy voting, Securities regulation, Shareholder voting, Stakeholders
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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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