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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
SPAC-Related Enforcement and Litigation: What to Expect in 2022
Key Points: The SEC has indicated that it will continue its focus on SPACs, including by proposing rules to further regulate SPACs this spring, which could lead to increased SEC enforcement activity involving SPACs and de-SPAC’ed public companies. Federal prosecutors, under directives from US Deputy Attorney General Lisa Monaco to invigorate efforts to combat corporate […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Class actions, Insider trading, IPOs, Merger litigation, Mergers & acquisitions, PSLRA, Securities enforcement, Securities litigation, SPACs, Special purpose vehicles
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The Capitalist and the Activist
Today, corporations and their executives are at the frontlines of some of the most important and contentious issues of our time, such as the Russian invasion of Ukraine, voting rights, gun violence, racial justice, climate change, and gender equity. Through their policies, pronouncements, investments, and divestments, businesses and business leaders are directly engaging with the […]
Click here to read the complete postSEC Proposes Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure Rules
On Wednesday, by 3-1 vote, the SEC approved proposed rules aimed at enhancing and standardizing disclosures made by public companies regarding cybersecurity risk management, strategy, governance and incident reporting, reflecting the third rulemaking project the Commission has proposed in connection with cybersecurity in the past year. The proposal, if adopted, would require mandatory reporting of […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Regulation S-K, Risk disclosure, Risk management, SEC, SEC rulemaking, Securities regulation
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Russian Invasion of Ukraine: Potential Litigation Issues
The Russian military’s invasion into Ukraine and the resulting economic sanctions imposed by various nations against certain Russian entities and individuals have, among other things, created volatility and uncertainty in the economic markets. This economic uncertainty has forced many companies, lenders and investors to seek guidance on their legal rights with respect to certain contractual […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, International governance, Money laundering, Russia, Sanctions, Securities litigation, Ukraine
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How Investors are Assessing Directors on ESG Matters
Companies are increasingly facing opportunities and threats from environmental, social and governance matters. Is your board at risk? As a board member it is critical to stay informed and up to date to ensure effective oversight over strategy and risk as well as to manage the company’s ability to meet rapidly evolving investor, market and […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, ESG, Institutional Investors, Materiality, Proxy advisors, Shareholder voting, Sustainability
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Proposed SEC Cyber Rules: A Game Changer for Public Companies
One month prior to their March 9th announcement, the SEC released their proposed cyber rules specifically for registered investment advisers and registered investment funds. They have now turned their attention to public reporting companies and are proposing regulatory changes to cyber incident reporting, cyber risk management and cyber governance. The last time the SEC issued […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Form 8-K, Materiality, Risk, Risk disclosure, Risk management, SEC, SEC rulemaking, Securities regulation
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Back to Basics: Board Meetings
The pandemic prompted many companies to modify—at least temporarily—some of their core business, as well as board, practices in the face of health- and safety-related requirements that prevented or restricted travel and in-person gatherings. While the circumstances that gave rise to the restrictions were unwelcome, they provided companies an opportunity to review and re-evaluate the […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board dynamics, Board meetings, Board performance, Boards of Directors, COVID-19, Surveys, Virtual meetings
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Chancery Court Rules Target’s Pandemic Responses Did Not Breach Ordinary Course Covenant
In Level 4 Yoga, LLC v. CorePower Yoga, LLC (Mar. 1, 2022), the Delaware Court of Chancery ordered CorePower Yoga, LLC to close the agreement it had entered into, pre-pandemic, to acquire the yoga studios owned by its franchisee, Level 4 Yoga, LLC. CorePower had contended, in March 2020, just before the first of three […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Covenants, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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SEC Proposes Climate Disclosure Regime
The long-expected but controversial proposal would require disclosure of climate-related risks, greenhouse gas emissions and climate-related financial metrics. If adopted, the proposal would represent the most far-reaching public company disclosure and governance mandate to be introduced in decades. After a year of anticipation, on March 21 the SEC proposed a sweeping climate disclosure regime for public […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Sustainability
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GameStop and the Reemergence of the Retail Investor
The GameStop trading frenzy in 2021 marked the reemergence of the retail investor in the securities markets. An unprecedented number of new and largely inexperienced investors opened app-based brokerage accounts and began trading so-called meme stocks issued by companies that included GameStop, AMC and Express. Interest in these stocks, which was fueled by postings on […]
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