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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
SEC Guidance On Rule 701(e) Financial Statement Confidentiality
Private companies granting share-based compensation to their employees often will rely on Rule 701 under the Securities Act of 1933 (the “Securities Act”), particularly if the employees being granted options or restricted stock units (or other forms of compensation that otherwise would implicate the registration requirements of Section 5 of the Securities Act) do not […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Confidentiality, Cybersecurity, Disclosure, Equity-based compensation, Financial reporting, Privacy, Private firms, Rule 701(e), SEC, Securities regulation
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Corporate Governance as Privately-Ordered Public Policy: A Proposal
In this paper, we show how our society can use corporate governance shifts to address, if not entirely resolve, a number of currently pressing social and economic problems. These problems include: rising income inequality; demographic disparities in wealth and equity ownership; increasing poverty and income insecurity; a need for greater innovation and investment in solving […]
Click here to read the complete postAnalysis of SEC Guidance on Shareholder Proposals
New guidance released on November 1st by the staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance has the potential to reshape the playing field of shareholder proposals, with new opportunities and obligations for issuers and company boards. The guidance, which primarily deals with how SEC staff will respond to requests […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, Institutional Investors, No-action letters, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Second Circuit Analysis of Fraud-on-the-Market Doctrine
In Waggoner v. Barclays PLC, No. 16-1912 (2d Cir. Nov. 6, 2017), the Second Circuit held that shareholder plaintiffs seeking class certification under the presumption of reliance conferred by the fraud-on-the-market doctrine need not offer direct evidence of market efficiency so long as other indicia of market efficiency are established. This ruling will make it […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Basic, Class actions, Fraud-on-the-Market, Misreporting, Reliance, Securities enforcement, Securities fraud, U.S. federal courts
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Stock Trades of SEC Employees
In March 2009, H. David Kotz, then Inspector General (IG) of the SEC, released a report outlining the questionable trading activity of two lawyers employed by the SEC’s enforcement division. IG Kotz admitted in subsequent testimony before Congress that the SEC lacked a compliance system capable of tracking and auditing employees’ trades . This report […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Insider trading, Mutual funds, Profitability, Retail investors, SEC, SEC investigations, Securities enforcement, Securities regulation, Stock returns, Transparency, Whistleblowers
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ISS Final 2018 Voting Policies
Proxy advisory firm Institutional Shareholder Services (ISS) has announced its final U.S. voting policies for the 2018 proxy season, which will apply to stockholder meetings held on or after February 1, 2018. ISS had previously released draft proposals on several (though not all) of the topics in October. Changes to non-U.S. voting policies were also announced. Shareholder Rights Plans. In order to “simplify” ISS’s approach […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation committees, Diversity, Engagement, ISS, Poison pills, Proxy advisors, Shareholder rights, Shareholder voting
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A Practical Guide to Virtual-Only Shareholder Meetings
Last year, a record number of public companies held virtual-only shareholder meetings, which are now permitted in Delaware, Virginia, and numerous other states. Despite some shareholder opposition, we believe this trend is likely to continue. This post provides a comprehensive overview of practical issues that a company must consider in deciding whether to switch to, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Board communication, Boards of Directors, Charter & bylaws, Delaware law, Engagement, Exchange Act, Financial reporting, Proxy contests, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting, State law, Virtual meetings
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