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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
Litigation Risks Posed by “Greenwashing” Claims for ESG Funds
Introduction The massive flow of assets into ESG-focused funds reflects the intense and growing demand for investment products that enable investors to put their values into action while pursuing strong financial returns in their portfolios. The dramatic growth of the ESG funds sector has predictably attracted the attention of regulators, commentators and the private plaintiffs’ […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Greenwashing, Institutional Investors, SEC, Securities regulation, Sustainability
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Do Startups Benefit from Their Investors’ Reputation? Evidence from a Randomized Field Experiment
It is widely believed that venture capitalists (VCs) actively add value to startups beyond providing funding. For example, VCs may provide advice, connect startups to their networks, or help startups professionalize. However, it is also possible that VCs add value passively as well, simply by attaching their names to startups. Reputable VCs may attract important […]
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Posted in Academic Research, Institutional Investors
Tagged Innovation, Institutional Investors, Labor markets, Reputation, Tech companies, Venture capital firms
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The SEC’s Proposed Rules for P4P Disclosures
Introduction In 2010, the U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). One of the important provisions of the Dodd-Frank legislation was the requirement that companies registered with the Securities and Exchange Commission (SEC) disclose how the executive compensation actually paid (CAP) by the registrant company relates to the company’s […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, Executive Compensation, Incentives, Pay for performance, Say on pay, SEC, Securities regulation
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SPACs Remain in the SEC’s Crosshairs
SPACs remain in the SEC’s crosshairs with this comprehensive rule proposal that expands the scope of underwriter liability, amends the scope of a safe harbor for financial projections and adopts a new safe harbor under the Investment Company Act of 1940. If adopted, the proposal would represent the most expansive regulatory consequences to SPAC business […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged IPOs, Mergers & acquisitions, PSLRA, SEC, Securities litigation, SPACs
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California Court Finds California Board Diversity Law Unconstitutional
On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution. AB 979 required California-headquartered companies to have a specified minimum number of ethnically and racially diverse or LGBT members on their boards […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Institutional Investors, Securities litigation, State law
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Liability for Non-Disclosure in Equity Financing
Under the current US securities laws, when a company raises capital by selling securities to outside investors, the company must disclose material information it possesses to the prospective investors. In case the company fails to do so, the investors can bring suit against the company to recover compensatory damages. Presumably, such a liability regime deters […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, IPOs, Liability standards, Securities litigation
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SEC Rules Would Make SPAC Process More Burdensome than Traditional IPOs
On March 30, 2022, the Securities and Exchange Commission proposed new rules that would eliminate many of the current benefits for a private company in going public through a merger with a SPAC (in a so-called “de-SPAC” transaction) rather than through a traditional initial public offering (IPO) process. The proposed rules are more far-reaching than […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged IPOs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles
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Weekly Roundup: April 15-21, 2022
A Deconstruction of the Short-Termism Thesis Posted by Charles Nathan, Finsbury Glover Hering, on Friday, April 15, 2022 Tags: Hedge funds, Investor horizons, Repurchases, Shareholder activism, Short-termism, Takeovers Remarks by Chair Gensler Before the FBIIC and FSSCC Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, April 15, 2022 Tags: Accountable Capitalism Act, Cybersecurity, Regulation S-P, Risk, Risk disclosure, Securities enforcement, Securities regulation Ninth Circuit Panel Rejects Claim […]
Click here to read the complete postEnvironmental Liabilities, Creditors, and Corporate Pollution: Evidence from the Apex Oil Ruling
The Environmental Protection Agency (EPA) shows that corporate pollution is the primary source of U.S. land and water pollution that increase cancer, reproductive, neurodevelopmental, and premature death rates. Extensive research examines how environmental regulations influence pollution and health. This work suggests that corporate decision-makers do not fully internalize the social costs of their choices concerning […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, ESG
Tagged Bankruptcy, Climate change, Corporate liability, Debtor-creditor law, Distressed companies, ESG, Sustainability
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The Proposed Private Fund Advisers Rule
I submit this comment letter with respect to certain policy aspects of the above-referenced release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), in my personal capacity. I am aware of other comment letters that have been submitted or that are being prepared for […]
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