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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Ongoing Debate at the SEC on Climate Disclosure Rules
Who doesn’t love the latest gossip—I mean reporting—about internal squabbles—I mean debate—at the SEC? This news from Bloomberg sheds some fascinating light on reasons for the ongoing delay in the release of the SEC’s climate disclosure proposal: internal conflicts about the proposal. But, surprisingly, the conflicts are not between the Dems and the one Republican […]
Click here to read the complete postRemarks by Chair Gensler Before the Investor Advisory Committee
Thank you. It’s good to be back with the Investor Advisory Committee (IAC) again. 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. I’d like to acknowledge the departure of Committee members J.W. Verret and Paul Mahoney. J.W. has […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Cybersecurity, Disclosure, ESG, Financial technology, Privacy, SEC, SEC rulemaking, Securities regulation
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Women and M&A
Undertaking a large merger and acquisition (M&A) deal involves many different actors—a corporation’s board of directors, its senior management, and legal and financial advisors. Each of these actors plays a significant role in the decision to move forward on an M&A deal and is deeply involved in planning, negotiating, and executing a deal. This paper […]
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Posted in Academic Research, Empirical Research, ESG, Mergers & Acquisitions
Tagged Decision-making, Diversity, ESG, Management, Mergers & acquisitions
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Weekly Roundup: March 4-10, 2022
SEC Proposes Additional Private Fund Disclosures Posted by Ellen Kaye Fleishhacker, Robert Holton, and Patrick Derocher, Arnold & Porter LLP, on Friday, March 4, 2022 Tags: Disclosure, Dodd-Frank Act, Form PF, Hedge funds, Institutional Investors, Private equity, Private funds, SEC, SEC rulemaking, Securities regulation The Further Erosion of Investor Protection: Expanded Exemptions, SPAC Mergers, and Direct Listings Posted by Andrew F. Tuch (Washington University in St. […]
Click here to read the complete postStatement by Chair Gensler on Proposal for Mandatory Cybersecurity Disclosures
Today [March 9, 2022], the Commission is considering a proposal to mandate cybersecurity disclosures by public companies. I am pleased to support this proposal because, if adopted, it would strengthen investors’ ability to evaluate public companies’ cybersecurity practices and incident reporting. We’ve been requiring disclosure of important information from companies since the Great Depression. The […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Disclosure, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Statement by Commissioner Peirce on Proposal for Mandatory Cybersecurity Disclosures
Thank you, Renee, Ian, and Jessica. Cybersecurity risk is top of mind for everyone. The Commission’s consideration of this topic—whether for investment advisers, as we did a month ago, or public companies, as we are doing today—is, therefore, reasonable. We must approach this topic, of course, through the prism of our mission. We have an […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Disclosure, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Proposed Rule Changes to SEC Beneficial Ownership Reporting
On Feb. 10, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to the rules governing beneficial ownership reporting (“Proposal”). The Proposal seeks to: Tighten filing deadlines for Schedule 13D and Schedule 13G; Require inclusion of certain cash-settled derivative securities (other than cash settled swaps) in determining beneficial ownership for Schedule 13D filers and require […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Disclosure, Institutional Investors, Schedule 13D, Schedule 13G, SEC, Securities regulation
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The Perils and Questionable Promise of ESG-Based Compensation
With the rising support for stakeholder capitalism and at the urging of its advocates, companies have been increasingly using ESG metrics for CEO compensation. In a recently released study, The Perils and Questionable Promise of ESG-Based Compensation, we provide a conceptual and empirical analysis of this practice, and we expose its fundamental flaws and limitations. The […]
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Posted in Academic Research, Empirical Research, ESG, Executive Compensation, HLS Research
Tagged Agency costs, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures, Stakeholders
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Workforce Diversity Data Disclosure
Key Findings As of September 2021, the majority of companies in the Russell 1000 (55%) disclose some type of racial and ethnic workforce data, a notable increase since January 2021, when only 32% of companies disclosed racial and ethnic data. Between September 2020 and September 2021, the share of companies disclosing an EEO-1 Report or […]
Click here to read the complete postSEC Proposes New Rules for Private Fund Advisers
US Securities and Exchange Commission (SEC) Chairman Gary Gensler has ramped up an aggressive regulatory agenda that zeroes in on advisers to private funds. On February 9, 2022, the SEC commissioners approved several proposed rules under the Investment Advisers Act of 1940 (the Proposed Rules) which, if passed, would have significant effects on the operation […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Audits, Disclosure, Hedge funds, Institutional Investors, Investment advisers, Private funds, SEC, SEC rulemaking, Securities regulation, Venture capital firms
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