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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
Overcoming the Hurdles to Board Leadership on Climate Change
Climate change has emerged as a central and existential risk for organizations—and fertile and critical ground for innovation. Yet new Deloitte research shows that many audit committees, an essential bulwark in helping companies manage and respond to risks and opportunities, haven’t yet sufficiently placed climate change initiatives at the core of their agendas. Among the […]
Click here to read the complete postSEC Continues March Towards More Intrusive Regulation of Private Funds
In a split 3-1 vote earlier today [Feb. 9, 2022], the SEC proposed sweeping new rules targeted at private equity and other private funds. The proposal, if adopted, would essentially change commercially negotiated terms, in particular the negotiated indemnification provision, by substantive regulation. It also would significantly expand the disclosure of standardized fee and expense […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Hedge funds, Institutional Investors, Private equity, Private funds, SEC, SEC rulemaking, Securities regulation
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SPAC Law and Myths
Special purpose acquisition companies (SPACs) were the financial-legal hit of 2021, before they weren’t. SPACs broke records and displaced to an extent conventional initial public offerings (C-IPOs), even as C-IPOs also boomed. SPACs spiked, in part, because of myths about their financial attributes, which others have debunked. (See Michael Klausner, Michael Ohlrogge and Emily Ruan, […]
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Posted in Academic Research, HLS Research, Mergers & Acquisitions, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Investor protection, IPOs, Merger litigation, Mergers & acquisitions, Securities fraud, Securities regulation, SPACs, Special purpose vehicles
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Corporate Governance Trends in 2022 and Beyond
On December 14, 2021, Broadridge hosted its annual Corporate Governance Outlook event. The purpose of the event was to bring together corporate governance industry experts and thought leaders to discuss regulatory trends poised to shape the landscape in 2022 and beyond. Below is a summary of the topics and insights they shared. Universal Proxy Rulemaking […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged ESG, Institutional Investors, Proxy advisors, Proxy voting, Shareholder meetings, Shareholder voting, Universal proxy ballots, Virtual meetings
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Asset Management Industry Confronts the Challenges Presented by Climate Change Transition
I. Introduction The asset management industry has been sounding the alarm for some time about the risks and opportunities posed by climate change. While private equity giant, Carlyle, is the most recent financial institution to hit the headlines for its pledge to reach net zero greenhouse gas emissions by 2050, it is not the first […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, ESG, EU, Europe, Greenwashing, Index funds, Institutional Investors, International governance, Sustainability, UK
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SEC Proposed Amendments to Private Fund Manager Reporting
On January 26, 2022, the SEC voted to propose significant amendments to Form PF. Form PF, which was adopted in 2011 in connection with the Dodd-Frank Act, requires large registered investment advisers to file reports with the SEC regarding private funds managed by such advisers and to allow the Financial Stability Oversight Council to assess […]
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Posted in Institutional Investors, Practitioner Publications, Private Equity, Securities Regulation
Tagged Disclosure, Form PF, Fund managers, Institutional Investors, Private equity, Private funds, SEC, Securities regulation
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SEC’s Role in Cybersecurity
In a speech to the Securities Regulation Institute conference last week, Chair Gary Gensler signaled the SEC may implement more stringent cybersecurity regulations, and in the meantime, would work to enforce existing requirements. Since taking office in 2021, Mr. Gensler has often referred to the need for the SEC to be a “cop on the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Public firms, REG SCI, Regulation S-P, Risk disclosure, SEC, Securities regulation
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ESG: 2021 Trends and Expectations for 2022
Throughout 2021, the importance of environmental, social and governance (ESG) matters proved to be even greater than many had expected, with ESG becoming a key area of focus for a range of stakeholders, particularly in the boardroom. The rise and rise of ESG that we have seen over the past few years is likely to […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Diversity, ESG, Human capital, Institutional Investors, Sustainability
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SEC Proposes Substantial Increases to Form PF Reporting
The Securities and Exchange Commission is proposing significant increases to reporting by hedge and PE fund advisers on Form PF. More details and analysis to come, but the key points identified by the SEC in voting to make the proposal are as follows: Current Reporting of Certain Events by Large Hedge Fund Advisers. Large hedge fund […]
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Posted in Accounting & Disclosure, Practitioner Publications, Private Equity, Securities Regulation
Tagged Disclosure, Financial reporting, Form PF, Hedge funds, Investment advisers, Private equity, Private funds, SEC, Securities regulation
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Weekly Roundup: February 18-24, 2022
SEC Re-Opens Comment Period for Pay vs. Performance Proposed Rules Posted by Daniel Laddin and Louisa Heywood, Compensation Advisory Partners, on Friday, February 18, 2022 Tags: Compensation disclosure, Dodd-Frank s.953, Executive Compensation, Incentives, Pay for performance, SEC, SEC rulemaking, Securities regulation Converting to a Delaware Public Benefit Corporation: Lessons from Experience Posted by Amy L. Simmerman, Ryan J. Greecher, and Brian Currie, Wilson Sonsini […]
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