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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
Ninth Circuit Panel Rejects Claim that Twitter Misled Investors
The Ninth Circuit last week issued a decision confirming that companies working through product-specific issues do not need to provide investors with “real-time updates” about every aspect of the work. A panel of three judges wrote, “While society may have become accustomed to being instantly in the loop about the latest news . . . […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cybersecurity, Disclosure, Privacy, Securities enforcement, Securities fraud, Securities litigation, Social networks, Twitter, U.S. federal courts
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Remarks by Chair Gensler Before the FBIIC and FSSCC
Thank you. It’s good to be with the Financial and Banking Information Infrastructure Committee (FBIIC) as well as the Financial Services Sector Coordinating Council (FSSCC). As is customary, I’d like to note that my remarks are my own, and I’m not speaking on behalf of the Commission or SEC staff. As some of you may […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountable Capitalism Act, Cybersecurity, Regulation S-P, Risk, Risk disclosure, Securities enforcement, Securities regulation
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A Deconstruction of the Short-Termism Thesis
In the early 2020’s it is received wisdom in a broad swath of corporate America that stock market short-termism is a malady adversely affecting the future of public companies in the United States and increasingly around the world. This belief goes well beyond board rooms and executive suites, and finds a welcoming reception among many […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Hedge funds, Investor horizons, Repurchases, Shareholder activism, Short-termism, Takeovers
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Weekly Roundup: April 8-14, 2022
SEC Proposes Landmark Standardized Disclosure Rules on Climate-Related Risks Posted by David Cifrino and Jacob Hollinger, McDermott Will & Emery LLP, on Friday, April 8, 2022 Tags: Climate change, Environmental disclosure, ESG, Materiality, Risk, Risk disclosure, SEC, SEC rulemaking, Sustainability GameStop and the Reemergence of the Retail Investor Posted by Jill E. Fisch (University of Pennsylvania), on Friday, April 8, 2022 Tags: Behavioral finance, Consumer protection, Financial technology, Innovation, Investor protection, Retail […]
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Global consensus is growing on the contribution that corporations and financial markets must make towards the net-zero transition in line with the Paris Agreement goals. Regulatory measures and shareholder or stakeholder initiatives now abound to create a more sustainable economy. Crucially, however, the focus of those initiatives largely remains on public companies. In a new […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Asset management, Climate change, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Materiality, Private firms, Securities regulation, Spinoffs, Sustainability
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Corwin Cleanse Clarified: Key Lessons for Interested Directors
Since Corwin v. KKR Financial Holdings LLC, Delaware courts have adhered to the proposition that “when a transaction not subject to the entire fairness standard is approved by a fully informed, uncoerced vote of the disinterested stockholders, the business judgment rule applies.” However, The Delaware Court of Chancery recently issued an opinion (available here) clarifying […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Big Three Institutional Investor Updates
Blackrock, Vanguard, and State Street (the “Big Three”) are among the largest and most influential institutional investors in the world with current assets under management (AUM) of $10.0, $8.2, and $4.1 trillion respectively. Given their size, they have ownership stakes in many U.S. publicly traded companies. As a result of their holdings, the Big Three […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Asset management, Board composition, Boards of Directors, Diversity, ESG, Human capital, Index funds, Institutional Investors
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Remarks by Chair Gensler Before the Ceres Investor Briefing
Thank you. It’s good to be with Ceres for today’s investor briefing. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff. As you all likely know by now, in March, the Commission voted on a proposal to mandate climate-risk […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Climate change, Environmental disclosure, ESG, Form 10-K, SEC, SEC rulemaking, Securities regulation, Sustainability
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Disclosing Corporate Diversity
Since 2020, diversity has become a central concern for corporations and their leaders, prompting many corporations to voluntarily integrate gender and racial diversity in particular, into their Corporate Social Responsibility (“CSR”), or Environmental, Social and Governance (“ESG”) disclosures. In my paper, Disclosing Corporate Diversity, I use machine-learning techniques to analyze 3,461 CSR/ESG reports for 1,288 […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, ESG, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, Diversity, ESG, Human capital, Institutional Investors, Securities regulation, Stakeholders
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Comment Letter on Modernizing Section 13(d) and (g) Beneficial Ownership Reporting
We are pleased to submit the following comments with respect to the Securities and Exchange Commission’s Release Nos. 33-11030; 34-94211; File No. S7-06-22 (the “Release”). We have long been advocates for reform in this area and we have previously petitioned the Commission for rulemaking to modernize aspects of the beneficial ownership reporting rules that are […]
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