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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
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 […]
Click here to read the complete postSEC Proposes Landmark Standardized Disclosure Rules on Climate-Related Risks
The US Securities and Exchange Commission (SEC) proposed new climate change disclosure rules on March 21, 2022. The proposed rules (Release Nos. 33-11042; 34-99478) draw heavily on the “four pillar” disclosure framework developed by the Task Force on Climate-Related Financial Disclosures (TCFD) and are significantly more prescriptive and granular than the SEC’s 2010 guidance on […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Materiality, Risk, Risk disclosure, SEC, SEC rulemaking, Sustainability
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Weekly Roundup: April 1-7, 2022
Social Contagion and the Survival of Diverse Investment Styles Posted by David Hirshleifer (USC), Andrew W. Lo (MIT Sloan), and Ruixun Zhang (Peking University), on Friday, April 1, 2022 Tags: Behavioral finance, Institutional Investors, Investor horizons, Market conditions, Peer groups, Social networks Statement by Commissioner Peirce on Proposal on SPACs, Shell Companies, and Projections Posted by Hester M. Peirce, U.S. Securities and […]
Click here to read the complete postStatement by Chair Gensler on Registration of Security-Based Swap Execution Facilities
Today [April 6, 2022], the Commission is considering a proposal to create a framework for the registration of security-based swap execution facilities (security-based SEFs). I am pleased to support this proposal because, if adopted, it would increase the transparency and integrity of the traditionally opaque over-the-counter security-based swap market, fulfilling a mandate under the Dodd-Frank […]
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Posted in Derivatives, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged CFTC, Credit default swaps, Derivatives, Dodd-Frank Act, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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The Limits of SPAC Sponsor Earnouts
Introduction SPACs have been widely criticized for their misalignment of sponsor and shareholder interests and for the dilution inherent in their structure. A major source of these problems is the sponsor’s “promote,” under which sponsors receive 20% of post-IPO shares essentially for free. Earnouts, which cancel promote shares if post-merger price targets are not met, […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Agency costs, Earnouts, Executive Compensation, IPOs, Mergers & acquisitions, SPACs
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Statement by Commissioner Peirce on In the Matter of Lloyd D. Reed
The Commission’s Order finds that Lloyd D. Reed violated Exchange Act Section 10(b) and its accompanying Rule 10b-5 “by trading on material, non-public information [of Torotel, Inc.] in breach of his duty of trust and confidence owed to his business partner (“Business Partner”), who was also a Torotel director and family member.” In other words, […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Information asymmetries, Information environment, Inside information, Insider trading, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities regulation
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The SEC’s Proposed Climate-Related Disclosure Rules: Thoughts for Audit Committees
The SEC’s proposed amendments to Regulations S‑K and S‑X to require new climate-related disclosures will, if adopted, require an expansion in the scope and responsibilities of audit committees. As described in our prior memo, the rules contemplate domestic and foreign issuers disclosing, in registration statements, annual reports and audited financial statements, information on board and […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications, Securities Regulation
Tagged Audit committee, Boards of Directors, Disclosure, Environmental disclosure, ESG, SEC, Securities regulation
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SEC Proposes Short Sale Disclosure Rules
On February 25, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it unanimously voted to approve proposed changes requiring certain institutional investment managers (managers) to report short sale-related information to the SEC. Proposed Rule 13f-2 under the Securities Exchange Act of 1934 (Exchange Act) would require managers exercising investment discretion over short positions […]
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