-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Scales Tipped Toward More Women Joining Boards in California in 2021
With the passage of SB 826 in 2018, California became the first state to mandate board gender diversity (see this PubCo post). To measure the impact of that legislation, in 2020, California’s current First Lady co-founded the California Partners Project. In 2020, the CPP released a progress report on women’s representation on boards of public […]
Click here to read the complete post
Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, California, ESG, State law
Comments Off on Scales Tipped Toward More Women Joining Boards in California in 2021
Delaware Confirms Importance of Up-to-Date and Unambiguous Advance Notice Bylaws
In a recent decision, Delaware continued its longstanding practice of enforcing unambiguous bylaws, affirming a company’s rejection of an activist nomination notice for failure to comply with requirements of its advance notice bylaws, including that nominations may be made only by a shareholder of record and that a company’s required form of nominee questionnaire may […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware law, Hostile takeover, Merger litigation, Mergers & acquisitions, Proxy contests
Comments Off on Delaware Confirms Importance of Up-to-Date and Unambiguous Advance Notice Bylaws
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 […]
Click here to read the complete post
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
Comments Off on Remarks by Chair Gensler Before the Investor Advisory Committee
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, ESG, Mergers & Acquisitions
Tagged Decision-making, Diversity, ESG, Management, Mergers & acquisitions
Comments Off on Women and M&A
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 […]
Click here to read the complete post
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
Comments Off on Statement by Chair Gensler on Proposal for Mandatory Cybersecurity Disclosures
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 […]
Click here to read the complete post
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
Comments Off on Statement by Commissioner Peirce on Proposal for Mandatory Cybersecurity Disclosures
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Disclosure, Institutional Investors, Schedule 13D, Schedule 13G, SEC, Securities regulation
Comments Off on Proposed Rule Changes to SEC Beneficial Ownership Reporting
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, ESG, Executive Compensation, HLS Research
Tagged Agency costs, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures, Stakeholders
Comments Off on The Perils and Questionable Promise of ESG-Based Compensation