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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Promise and Perils of Open Finance
Open Finance seeks to harness the potential of new platform technology to enhance customer data access, sharing, portability, and interoperability—thereby leveling the informational playing field and fostering greater competition between incumbent financial institutions and a new breed of fintech disruptors. In the eyes of its proponents, this competition will yield a radical restructuring of the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Algorithmic trading, Artificial intelligence, Banks, Consumer protection, Cybersecurity, Financial institutions, Financial regulation, Financial technology
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Materiality in Recent SEC Comments on Climate Disclosure
In September last year, Corp Fin posted a sample letter to companies containing illustrative comments regarding climate change disclosures, presumably designed to help companies think about and craft their climate-related disclosure. (See this PubCo post.) Corp Fin began by noting that, under its 2010 guidance (see this PubCo post), depending on the facts and circumstances, […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Materiality, SEC, Securities regulation, Sustainability
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SEC Proposes Unprecedented Cybersecurity Rules and Reporting Requirements
On March 9, 2022, the SEC voted to propose rules mandating sweeping cybersecurity measures for public companies and foreign private issuers. Most notably, the rules would impose a 4-day reporting requirement for domestic issuers who have experienced a “material cybersecurity incident.” The rules would also require foreign issuers to disclose information about material cybersecurity incidents […]
Click here to read the complete postThe SEC’s Proposed New Short Disclosure/Sale Requirements
On February 25, 2022, the U.S. Securities and Exchange Commission (SEC) published and requested comment on proposed new Rule 13f-2 (the Rule) under the Securities Exchange Act of 1934 (Exchange Act) and Form SHO, which would require institutional investment managers (as such term is defined under Section 13(f)(6)(A) of the Exchange Act (Institutional Investment Managers)) […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Regulation SHO, SEC, SEC rulemaking, Securities regulation, Short sales
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Statement by Commissioner Peirce on Proposal on SPACs, Shell Companies, and Projections
Thank you, Chair Gensler, Renee [Jones], Charles [Kwon], and Jessica [Wachter] for the presentation. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.” If we adopt the rule that we are voting on today, we will not need additional resources to deal with […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, LLCs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles
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Social Contagion and the Survival of Diverse Investment Styles
There is evidence of social contagion of investment behavior in financial markets that does not derive from rational information processing. Given recent developments in information technology and the growth of social networks, it is important to incorporate the influence of contagion via social interactions when studying economic and financial behavior. To better capture these dynamics, […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Behavioral finance, Institutional Investors, Investor horizons, Market conditions, Peer groups, Social networks
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Weekly Roundup: March 25-31, 2022
The Logic and Limits of the Federal Reserve Act Posted by Lev Menand (Columbia University), on Friday, March 25, 2022 Tags: Banks, Central banking, Federal Reserve, Financial institutions, Financial regulation, Monetary policy, Shadow banking Board Leadership and Performance in a Crisis Posted by Rusty O’Kelley, Rich Fields, and Laura Sanderson, Russell Reynolds Associates, on Friday, March 25, 2022 Tags: Board communication, Board performance, Boards of Directors, Corporate culture, Cybersecurity, Risk, Risk […]
Click here to read the complete postStatement by Chair Gensler on Proposal on SPACs, Shell Companies, and Projections
Today [March 30, 2022], the Commission is considering a proposal to strengthen investor protections in special purpose acquisition companies (SPACs). I am pleased to support this proposal because, if adopted, it would strengthen disclosure, marketing standards, and gatekeeper and issuer obligations by market participants in SPACs, helping ensure that investors in these vehicles get protections […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, LLCs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles
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The COVID-19 Pandemic’s Fleeting and Lasting Impact on Executive Compensation
The 2021 proxy season was dominated by COVID-19. Close to half of Standard & Poor (S&P) 500 companies took some type of COVID-19-related action in 2020, including base salary reductions, modifications to incentive plan targets, and the grant of special awards. Despite the significant upheaval in compensation, financial results, and stock price performance during 2020, […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Proxy season, Say on pay, Shareholder voting
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