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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
Better the Devil You Know? Tipping Liability, Martoma and the Rise of 18 U.S.C. § 1348
Insider trading has frequently been splashed across headlines in recent months, with a congressman, an NFL player, a comedy writer, and a Silicon Valley executive all facing charges. In the background of these headlines are two legal developments that give the government greater flexibility to successfully litigate future insider trading cases, particularly those involving tipping. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, Liability standards, Section 10(b), Securities enforcement, U.S. federal courts
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Legal Tools for the Active or Activist Shareholders
Boards of listed companies face increasing risk of campaigns from investors. Activist shareholders seek value creation, passive and institutional investors are encouraged to become engaged and active through the discharge of stewardship responsibilities and ESG issues are becoming increasingly important for investors. Remuneration The draft UK regulations (Companies (Directors Remuneration Policy and Directors Remuneration Report) […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Institutional Investors, International governance, Shareholder activism, Shareholder voting, Stewardship, Stewardship Code, UK
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Rulemaking Petition on Non-GAAP Financials in Proxy Statements
The Council of Institutional Investors (CII) on April 29, 2019, petitioned the U.S. Securities and Exchange Commission (SEC) to require clear disclosure on use of non-GAAP financial metrics in the proxy statement Compensation Discussion & Analysis (CD&A). CII asked that the SEC apply the same rules and guidance in that document as it does for […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Executive Compensation, Financial reporting, GAAP, Incentives, Pay for performance, SEC, Securities regulation
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Weekly Roundup: May 24-30, 2019
UK Shareholder Activism and Battles for Corporate Control Posted by Sam Bagot, Cleary Gottlieb Steen & Hamilton LLP, on Friday, May 24, 2019 Tags: Boards of Directors, Compliance and disclosure interpretation, Disclosure, Duty of good faith, Duty of loyalty, Fiduciary duties, Inside information, International governance, Management, Shareholder activism, UK The Corporate Form for Social Good Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & […]
Click here to read the complete postA Quarter Century of Exchange-Traded Fun!
Since the first exchange-traded fund (“ETF”) launched in 1993, ETFs have proven to be one of the most useful and successful innovations in the registered fund space under the Investment Company Act (“Act”) of 1940. The innovation did not stop with that first ETF. Besides being one of the fund industry’s most successful financial innovations, […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bitcoin, Blockchain, Cryptocurrency, Exchange-traded funds, Financial technology, Leverage, SEC, Securities regulation
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Proxy Advisor Influence
Commentators point to a fairly standard set of factors to explain why proxy advisors exert the influence they do over institutional investors and corporate managers. They say that proxy advisors can mitigate institutional investors’ collective action problems, that legal rules and high levels of institutional investor ownership have created demand for proxy advisors’ services, and […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Boards of Directors, Institutional Investors, International governance, ISS, Proxy advisors, Securities regulation, Shareholder voting, UK
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SEC Roundtable on Short-Termism and Periodic Reporting System
In a welcome development, SEC Chairman Jay Clayton has announced that the SEC Staff will hold a roundtable this summer to discuss the impact of short-termism on the management of public companies and the interplay with the SEC’s periodic reporting system and regulatory requirements. The roundtable “will seek to explore the causes of short-termism and to […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Capital markets, Disclosure, Financial reporting, Incentives, IPOs, Long-Term value, Market efficiency, Public firms, Schedule 13D, SEC, Securities regulation, Shareholder value, Short-termism
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Corporate Purpose: Stakeholders and Long-Term Growth
Until recently, the dialogue on corporate governance has focused almost exclusively on how to increase the ability of shareholders to impose their will on corporations. Shareholder groups, advisory firms and academics continually developed and added to a set of “best practices” for corporations and their boards of directors, designed to facilitate the ability of shareholders […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, ESG, Institutional Investors, Long-Term value, Securities regulation, Shareholder voting, Stakeholders, Stewardship, Sustainability
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Crypto Assets and Insider Trading Law’s Domain
An extensive literature addresses the substance of insider trading law. For example, should new techniques of high frequency trading be penalized as a species of “insider trading 2.0?” Should all insider trading be decriminalized? Far less attention has been devoted to the domain of insider trading law. Insider trading law applies to stock, but does […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Bitcoin, Cryptocurrency, Financial technology, ICOs, Information asymmetries, Information environment, Insider trading, Securities enforcement, Securities regulation
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