Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Where’s the Greenium?

Environmental, Social, and Governance (ESG) measurement, Corporate Social Responsibility (CSR) activities, and Socially Responsible Investing (SRI) are increasingly important research topics in both academic and professional areas. A question of primary importance in this area is whether ESG investments have value to investors beyond the normal expected risk and return attributes of a security. For […]

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Updated Nasdaq Requirements for Direct Listings

On February 14, 2019, the Nasdaq Stock Market LLC filed notice with the Securities and Exchange Commission of a rule change to “amend and clarify certain aspects of the listing process for Direct Listings.” The rule, which became effective upon filing, clarifies the conditions under which private companies can list on Nasdaq through a direct […]

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Is it Time for Corporate Political Spending Disclosure?

A new bill that has been introduced in the House, H.R. 1053, would direct the SEC to issue regs to require public companies to disclose political expenditures in their annual reports and on their websites. While the bill’s chances for passage in the House are reasonably good, that is not the case in the Senate. […]

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Applying a Principles-Based Approach to Disclosing Complex, Uncertain and Evolving Risks

Good morning. Thank you, John [White] for that kind introduction and to the Practicing Law Institute and Allen & Overy for hosting this event. I am pleased to be here with you today.  Today [March 15, 2019] I would like to discuss how the U.S. securities disclosure requirements, which are largely principles-based, apply in areas […]

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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , , , | Comments Off on Applying a Principles-Based Approach to Disclosing Complex, Uncertain and Evolving Risks

A Reminder About Corporate Crisis Communications

In a case that should serve as a cautionary tale for all public companies responding to a public relations crisis, the DOJ and SEC today announced securities fraud settlements with Lumber Liquidators Holdings, Inc., alleging that the company had made false and misleading statements in response to a damaging report about the company’s products aired on the “60 Minutes” […]

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Do Firms Respond to Gender Pay Gap Transparency?

Gender pay disparities characterize labor markets in most developed countries. When a man earns 100 dollars, a woman earns 77 in the United States, 78.5 dollars in Germany, 79 dollars in the United Kingdom, and 83.8 on average across European Union countries according to Eurostat. Recent proposals across many countries focus on pay transparency to […]

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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation | Tagged , , , , , , , | 1 Comment

Weekly Roundup: March 8-15, 2019

As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and the Director Labor Market Posted by Steven Davidoff Solomon (University of California, Berkeley), on Friday, March 8, 2019 Tags: Board composition, Boards of Directors, California, Diversity, ESG, Firm performance, Firm valuation, Labor markets, State law Letter on Stock Buybacks and Insiders’ Cashouts Posted by Robert J. Jackson, Jr., […]

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2019 Lobbying Disclosure Resolutions

Corporate lobbying disclosure remains a pressing shareholder proposal topic for 2019. A coalition of at least 70 investors have filed proposals at 33 companies asking for disclosure reports that include federal and state lobbying payments, payments to trade associations and social welfare groups used for lobbying and payments to any tax-exempt organization that writes and […]

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Farewell to Fairness: Towards Retiring Delaware’s Entire Fairness Review

The entire fairness doctrine occupies a central place in Delaware’s accountability tools for corporate directors. In a standard formulation, it calls on directors to establish “to the court’s satisfaction that the transaction was the product of both fair dealing and fair price” (Cinerama, Inc. v. Technicolor, Inc.). As Professor Lawrence Hamermesh and Chief Justice Leo […]

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SEC Enforcement Against Self-Reporting Token Issuer

On February 20, the Securities and Exchange Commission (the “SEC” or “Commission”) issued a cease-and-desist order against Gladius Network LLC (“Gladius”) concerning its 2017 initial coin offering (“ICO”). The SEC found that the Gladius ICO violated the Securities Act of 1933’s (“Securities Act”) prohibition against the public offer or sale of any securities not made […]

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