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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
Petition for Rulemaking to Revise Rule 10b-18
Petitioners signed below respectfully submit this petition for rulemaking pursuant to Rule 192(a) of the Commission’s Rules of Practice. In 1982, the Securities and Exchange Commission (“SEC” or “Commission”) finalized Rule 10b-18, 17 C.F.R. § 240.10b-18, (“Rule 10b-18” or “the Rule”). Rule 10b-18 provided companies with a “safe harbor” to undertake stock repurchase (or “buyback”) […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital allocation, Equity-based compensation, Executive Compensation, Investor protection, Repurchases, Rule 10b-18, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Short-termism, Tax Cuts and Jobs Act
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Designing Business Forms to Pursue Social Goals
In recent years, there have been efforts to encourage firms to pursue social goals. This imperative, however, is very vague. What range of permissible non-pecuniary goals should companies be encouraged to pursue? This question reflects a much re-hashed debate regarding the role and purpose of corporations. Many studies view this topic as a matter of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Benefit corporation, Corporate forms, Corporate Social Responsibility, ESG, Incentives, Shareholder value, Social capital, Social contract
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Comments on the Climate Risk Disclosure Act of 2019
Thank you for the invitation and opportunity to appear before you today [July 10, 2019]. I am the CEO and President of Ceres, a nonprofit organization working with many of the most influential investors and companies to build sustainability leadership within their own enterprises and to drive sector and policy solutions throughout the economy. Through […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Sustainability
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Staff Statement on LIBOR Transition
LIBOR is an indicative measure of the average interest rate at which major global banks could borrow from one another. LIBOR is quoted in multiple currencies and multiple time frames using data reported by private-sector banks. LIBOR is used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Accounting, Banks, Financial institutions, Financial regulation, Financial reporting, Interest, LIBOR
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Statement on Opportunity Zones
Today [July 15, 2019], together with our regulatory colleagues at the North American Securities Administrators Association (NASAA), our staff issued a statement explaining the potential application of state and federal securities laws to fundraising for Opportunity Zones. Separately, our staff also provided guidance regarding the ability of Main Street investors to participate in these offerings. Our staff, and […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Opportunity Zones, Retail investors, SEC, Securities regulation, Small firms
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Conflicted Mutual Fund Voting in Corporate Law
In their challenge to Tesla’s $2.6 billion merger with SolarCity, the shareholder plaintiffs raised a novel argument. Because Tesla’s top 25 institutional investors—those holding 45.7% of Tesla’s stock—also held SolarCity stock, they stood on both sides of the transaction and therefore, the shareholder plaintiffs argued, their votes should not be treated as “disinterested.” The Delaware […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Conflicts of interest, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Mutual funds, Shareholder suits, Tesla
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Walmart’s Failure to Maintain a Sufficient Anti-Corruption Compliance Program
On June 20, 2019, the Department of Justice and the Securities and Exchange Commission announced long-awaited resolutions with Walmart, Inc. for violations of the books and records and internal accounting provisions of the Foreign Corrupt Practices Act (FCPA). In addition to entering into a three-year non-prosecution agreement, and agreeing to the imposition of a compliance […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Books and records, Compliance & ethics, DOJ, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Securities regulation, Wal-Mart
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Testimony before the U.S. House of Representatives, Committee on Financial Services, Subcommittee on Investor Protection, Entrepreneurship and Capital Markets
Chairwoman Maloney, Ranking Member Huizenga, and other Members of the Subcommittee: Thank you for the opportunity to testify at today’s hearing. My name is James Andrus, and I am an Investment Manager for the Sustainable Investments program for the California Public Employees’ Retirement System (“CalPERS”). I am pleased to appear before you today on behalf […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, CalPERS, Citizens United v. FEC, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Oversight, Political spending, Securities regulation, Sustainability, Systemic risk, Transparency
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