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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
2022 Proxy Season Preview
This post provides insights into key corporate governance and shareholder voting trends in the 2022 proxy season. We include data on the results of 4,125 public company annual meetings held between January 1 and June 30, 2021, along with five-year trends. The 2022 proxy season is shaping up to be an especially active one, with […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, ESG, Human capital, Institutional Investors, Proxy season, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting
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Preliminary Procedures in Shareholder Derivative Litigation: A Beneficial Legal Transplant?
Shareholder derivative suits, which shareholders bring to enforce claims of the corporation, are a perennial subject of debate. While it is often seen as a nuisance in jurisdictions where it is frequent, such as in the United States, derivative suits are notably scarce in many countries. In principle, derivative suits can have a beneficial impact […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Boards of Directors, Derivative suits, Discovery, International governance, Securities litigation, Shareholder suits
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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 […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, California, ESG, State law
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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 […]
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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
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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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