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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
The Scope of Liability for Fraudulent Statements
The Supreme Court heard oral arguments in Lorenzo v. Securities and Exchange Commission, No. 17-1077, on Monday, December 3, 2018, to decide whether an individual who merely distributed a material misstatement or omission, and is thereby not the “maker” of the statement under the test set forth in Janus Capital Group, Inc. v. First Derivative […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Hedge funds, Janus Capital v. Traders, Liability standards, Materiality, Rule 10b-5, SEC, Securities enforcement, Securities fraud, Securities regulation, Shareholder suits, Supreme Court
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SEC Formal Comment Process for Quarterly Reporting and Earning Guidance
In a potentially significant step for public companies and the U.S. economy, the SEC today [December 18, 2018] launched a formal comment process aimed at optimizing the periodic reporting system for U.S. companies. The SEC’s review is wide-ranging, reaching whether reforms could and should be made to discourage quarterly forward-looking earnings guidance, the reasons for quarterly […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, Earnings announcements, Form 10-Q, Incentives, Long-Term value, Reporting regulation, SEC, Shareholder value, Short-termism, Transparency
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Safe Harbor for the Distribution of Research Reports
On November 30, 2018, the Securities and Exchange Commission (the “Commission”) adopted a new rule establishing a non-exclusive research report safe harbor (“Rule 139b”) for unaffiliated brokers or dealers that publish or distribute research reports regarding qualifying investment funds. The Commission took this action in furtherance of the mandate of the Fair Access to Investment […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Disclosure, Exchange Act, Fund performance, Mutual funds, Reporting regulation, Rule 139b, Rule 482, Safe harbor, SEC, Securities regulation
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Federal Exclusive Forum Provisions
In March 2018, in Cyan Inc. v. Beaver County Employees Retirement Fund, SCOTUS held that state courts continue to have concurrent jurisdiction over class actions alleging only ’33 Act violations by private plaintiffs and that defendants cannot remove actions filed in state court to federal court. (See this PubCo post.) Both before and especially after Cyan, to avoid state […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, DGCL Section 102, Forum selection, Jurisdiction, Securities fraud, Securities litigation, Shareholder suits, State law
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Winners of the Inaugural Global Stewardship Awards
The winners of the first Global Stewardship Awards, recognising excellence and innovation in investor stewardship, were announced at a ceremony in London last night. The awards were presented by the International Corporate Governance Network (ICGN), an investor-led body with members representing assets under management in excess of US$34trillion. The winners were: ICGN Global Stewardship Disclosure […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, CalSTRS, Disclosure, Environmental disclosure, ESG, Institutional Investors, Mutual funds, Pension funds, Risk, Stewardship
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Weekly Roundup: December 14–20, 2018
Common Ownership: The Investor Protection Challenge of the 21st Century Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Friday, December 14, 2018 Tags: Agency costs, Antitrust, Boards of Directors, Common ownership, Index funds, Institutional Investors, Institutional voting, Investor protection, Market efficiency, Ownership, SEC, Securities regulation, Shareholder voting Remarks to the SEC Investor Advisory Committee Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, December […]
Click here to read the complete postWhen Are Tokens Securities? Some Questions from the Perplexed
Summary of Findings Selling tokens through an ICO without SEC registration requires escaping what we call the “Hinman paradox.” A token can only be widely distributed to the public if the project it is associated with is functional. But a blockchain project can only be functional if its tokens are widely distributed. Blockchain projects with […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities regulation, Tech companies
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Clayton Q&A and ESG at the SEC’s Investor Advisory Committee Meeting
At last week’s meeting of the SEC’s Investor Advisory Committee, the Committee members held a Q&A session with SEC Chair Jay Clayton, followed by a discussion of environmental, social and governance disclosure, where the main question appeared to be whether to recommend that ESG disclosure be required through regulation, continued as voluntary disclosure but under […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, Institutional voting, Materiality, Reporting regulation, SASB, SEC, Securities regulation, Shareholder proposals, Shareholder value, Sustainability, Voluntary Disclosure
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SEC Request for Comments on Quarterly Reporting and Earning Releases
In a release issued December 18, 2019, the SEC requested comments on the hotly debated subject of quarterly reporting. The Release summarizes the request as follows: The Commission is requesting public comment on how we can enhance, or at a minimum maintain, the investor protection attributes of periodic disclosures while reducing administrative and other burdens […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Accounting, Disclosure, Financial reporting, Long-Term value, Reporting regulation, SEC, Securities regulation, Shareholder value, Short-termism
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SEC Enforcement Activity: Public Companies and Subsidiaries—Fiscal Year 2018 Update
After a decline in new enforcement actions that began in the second half of FY 2017 and continued into the first half of FY 2018, SEC activity rebounded in 2H FY 2018. The SEC filed a record-setting 55 new actions against public companies and subsidiaries in 2H FY 2018, resulting in a total of 71 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, FCPA, Financial reporting, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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