Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

ECB Tilts Toward Climate, but Investors Can Go Further

The European Central Bank (ECB) is set to tilt its monetary policy strategy towards corporate bond issuers with “better climate performance.” That’s a laudable but challenging goal to implement. While simple decision rules may seem useful, we think investors need a holistic understanding of climate issues to address the causes and effects of climate change. […]

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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , , , , | Comments Off on ECB Tilts Toward Climate, but Investors Can Go Further

Statement by Chair Gensler on Final Amendments to the Whistleblower Program

Today, the Commission voted to adopt amendments to rules governing the SEC’s whistleblower program. I was pleased to support these amendments because they will help whistleblowers when eligible to receive appropriate awards for reporting potential violations of the law to the Commission. In 2010, Congress under the Dodd-Frank Act directed the SEC to establish a […]

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Statement by Commissioner Peirce on Final Amendments to the Whistleblower Program

I did not support the proposal to amend the Commission’s whistleblower rules, and cannot support the amendments adopted today. The Commission’s whistleblower program is successful, increasingly so in recent years. Today’s amendments, although themselves inconsequential and unlikely to inhibit that success, nonetheless carry harmful consequences both for the whistleblower program and for the Commission’s rulemaking […]

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Statement by Commissioner Crenshaw on Final Rule Regarding Pay Versus Performance

Today the Commission adopted a rule that provides investors with information about how corporate executives are paid. That is, quite simply, it. This rule does not regulate the way companies incentivize their executives, but rather the disclosures that companies are required to make about such compensation. More specifically, Pay Versus Performance disclosures give investors insight […]

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Posted in Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , | Comments Off on Statement by Commissioner Crenshaw on Final Rule Regarding Pay Versus Performance

Statement by Chair Gensler on Agreement Governing Inspections and Investigations of Audit Firms Based in China and Hong Kong

Today, the Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol with the China Securities Regulatory Commission (CSRC) and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in China and Hong Kong. This agreement marks the first time we have received such detailed […]

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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , | Comments Off on Statement by Chair Gensler on Agreement Governing Inspections and Investigations of Audit Firms Based in China and Hong Kong

Statement by Chair Gensler on Final Rule Regarding Pay Versus Performance

Today, the Commission voted to adopt a rule requiring certain public companies to disclose information regarding their executives’ compensation and how such compensation relates to the company’s financial performance. I was pleased to support this rule—so-called “pay versus performance”—because it will strengthen the transparency and quality of executive compensation disclosure to investors. In 2010, Congress […]

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Statement by Commissioner Uyeda on Final Rule Regarding Pay Versus Performance

Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) requires the Commission to issue a rule requiring disclosure of information reflecting the relationship between executive compensation actually paid by a company and the company’s financial performance. Although this provision lacks a statutory deadline, it is unacceptable for more than twelve […]

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2022 Proxy Season Review: Rule 14a-8 Shareholder Proposals

Introduction In the tenth edition of our annual proxy season review memo, we summarize significant developments relating to the 2022 U.S. annual meeting proxy season. This year, our review comprises two parts: Rule 14a-8 shareholder proposals and compensation-related matters. This is Part 1, and we expect to issue Part 2 over the next weeks. We […]

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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation | Tagged , , , , , , | Comments Off on 2022 Proxy Season Review: Rule 14a-8 Shareholder Proposals

ESG Ratings: A Compass without Direction

ESG ratings are intended to provide information to market participants (investors, analysts, and corporate managers) about the relation between corporations and non-investor stakeholders interests. They do so by sifting masses of data to extract insights into various elements of environmental, social, and governance performance and risk. Investors rely on this information to make investment decisions, […]

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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors | Tagged , , , , , , , , , | 1 Comment

Top 5 SEC Enforcement Developments

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This month we examine: A framework for CCO liability; Whether scheme liability claims under Rule 10b-5 require more than misstatements or omissions; […]

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