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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
The Rise of Bankruptcy Directors
Over the past decade, an important new player has emerged in corporate bankruptcies: bankruptcy experts who join boards of directors shortly before or after the filing of the bankruptcy petition and claim to be independent. The new directors—typically former bankruptcy lawyers, investment bankers, or distressed debt traders—either receive the board’s power or become loud voices […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, HLS Research
Tagged Bankruptcy, Board independence, Boards of Directors, Conflicts of interest, Debtor-creditor law, Distressed companies
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Human Capital Management and Diversity Disclosures and Practices
Guidance on Human Capital Management Disclosures & Practices Our Expectations For Human Capital Management Disclosures Human capital management is an increasingly material dimension of ESG risk and opportunity. Research suggests that intangible assets including human capital comprise 90% of market value in the S&P 500, and that effective human capital management can drive performance. The […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital, Index funds, Institutional Investors, Labor markets, Shareholder proposals, Shareholder voting, Stakeholders
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SEC’s Shadow Trading Case Survives Motion to Dismiss
A novel insider trading case for trading the stock of a company that the trader did not work for and that was not the target in the M&A transaction has drawn attention for its possible implications for public companies and trading firms. Last week, a federal judge in California denied a motion to dismiss a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Inside information, Insider trading, Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities litigation
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Delaware Supreme Court Affirms Termination of $5.8 Billion Transaction
The Delaware Supreme Court recently affirmed Vice Chancellor Laster’s much talked of AB Stable post-trial decision, holding that the buyer of a $5.8 billion hotel portfolio could terminate the transaction due to, among other things, the seller’s breach of an ordinary course covenant by making operational changes in response to the COVID-19 pandemic. The Supreme Court’s affirmance provides […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Covenants, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination
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Statement by Chair Gensler on Amendments to the Whistleblower Program
Today [Feb. 10, 2022], the Commission voted to propose amendments to rules governing the SEC’s whistleblower program. I support these amendments because, if adopted, they would help ensure that whistleblowers are both incentivized and appropriately rewarded for their efforts in reporting potential violations of the law to the Commission. After the 2008 financial crisis, Congress […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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SEC Proposes Cybersecurity Rules for Registered Investment Advisers and Funds
Acknowledging the gravity of cybersecurity threats to investment advisers and funds, and by extension their tens of millions of clients and trillions of dollars of assets under management, the Securities and Exchange Commission [on Feb. 9, 2022] proposed rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 pertaining to […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Investment advisers, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Statement by Chair Gensler on Beneficial Ownership Proposal
Today [Feb. 10, 2022], the Commission proposed to shorten the deadlines by which beneficial owners of a company — those who own at least 5 percent of the company — have to inform the public and other investors of their position. I am pleased to support this proposal because it would update our reporting requirements […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Beneficial owners, Disclosure, Institutional Investors, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation
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Statement by Commissioner Peirce on Beneficial Ownership Proposal
This proposal is characterized as modernization, but it fails to contend fully with the realities of today’s markets or the balance embodied in Section 13(d) of the Exchange Act. The proposed amendments acknowledge some of the challenges, but do not fully grapple with or resolve them in a consistent manner. Accordingly, I do not believe […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Beneficial owners, Disclosure, Institutional Investors, Ownership, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation
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Weekly Roundup: February 4-10, 2022
How Cyberattacks Target Stakeholders Posted by Meredith Griffanti, Evan Roberts, and Josh Chodor, FTI Consulting, on Friday, February 4, 2022 Tags: Cryptocurrency, Cybersecurity, Privacy, Ransomware, Risk disclosure, Risk management, Stakeholders ESG Engagement Success Posted by Hannah Orowitz, Georgeson, on Friday, February 4, 2022 Tags: Engagement, ESG, Institutional Investors, Proxy advisors, Shareholder activism, Shareholder voting, Stakeholders Navigating a World Where Almost Everyone Is an Activist Posted by James E. Langston, Kyle A. […]
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