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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Chancery Court Allows deSPAC Litigation to Proceed
On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for Churchill Capital Corp III (“Churchill”), a special purpose acquisition company (“SPAC”), and Multiplan Inc. (“MultiPlan”). The court’s opinion has important implications […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs, Special purpose vehicles
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Statement by Chair Gensler on Reopening of Comment Period for Pay Versus Performance
Today [January 28, 2022], the Commission is reopening the comment period for a proposed rule for corporate disclosure of “pay versus performance.” I support this proposed rule because, if adopted, it would strengthen the transparency and quality of executive compensation disclosure. The rule proposal would fulfill a mandate from Congress under the Dodd-Frank Act of […]
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Posted in Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Executive Compensation, Financial reporting, Incentives, Pay for performance, Performance measures, SEC, Securities regulation
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Statement by Commissioner Lee on Reopening of Comment Period for Pay Versus Performance
Financial incentives drive how executives perform in their role as fiduciaries to companies and their shareholders. Understanding what those incentives are and whether they are actually working – that is, if and how they link to company performance – is critical for investors in evaluating a company’s compensation practices. The Dodd-Frank mandate for a rule […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, ESG, Executive Compensation, Financial reporting, Incentives, Pay for performance, Performance measures, SEC, Securities regulation
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Statement by Commissioner Peirce on Reopening of Comment Period for Pay Versus Performance
While I agree that we should move forward on this nearly twelve-year-old Dodd-Frank rulemaking mandate, I do not agree with the approach taken in this release. Instead of fixing critical shortcomings of the 2015 Proposing Release, the re-opening release doubles down on a flawed proposal and raises the prospect of additional disclosure requirements. These supplemental […]
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Posted in Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Executive Compensation, Financial reporting, Incentives, Pay for performance, Performance measures, SEC, Securities regulation
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Guidance on Climate-Related Disclosure
At State Street Global Advisors, we believe climate change poses a systemic risk to all companies in our portfolios. Managing climate-related risks and opportunities is a key element in maximizing long-term risk-adjusted returns for our clients. As a result, we have a longstanding commitment to enhance investor-useful disclosure around this topic. We have encouraged our […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Shareholder proposals, Shareholder voting, Sustainability
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Blockchain in the Banking Sector: A Review of the Landscape and Opportunities
I. Introduction When interest in blockchain began to accelerate a few years ago, the expectations surrounding its uses were lofty. Blockchain was touted as technology that could fix our supply chains, our healthcare system and even our democracy. Yet, when the experiments conducted on potential blockchain applications, including pilot programs conducted in the financial services […]
Click here to read the complete postThe SEC Takes Aim at the Public-Private Disclosure Gap
The U.S. Securities and Exchange Commission recently indicated its intention to narrow the disclosure gap between publicly-listed and privately-held companies. While the effort is in its formative stages, the SEC appears likely to embark upon a rulemaking process that would require ESG—or, more accurately, EESG (Employee, Environmental, Social and Governance)—disclosures from large private companies. In […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Private firms, Public firms, SEC, SEC enforcement, Securities enforcement, Securities regulation, Sustainability
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Weekly Roundup: January 21–27 2022
Stakeholder Governance and Purpose of the Corporation Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 21, 2022 Tags: Asset management, Boards of Directors, Corporate purpose, ESG, Institutional Investors, Long-Term value, Stakeholders, Sustainability Presidential Address: Corporate Finance and Reality Posted by John R. Graham (Duke University), on Friday, January 21, 2022 Tags: Accounting, Behavioral finance, Capital structure, Decision-making, Forecasting, Management, Managerial style, Overconfidence, Payouts Cross-Border M&A: 2022 Checklist for Successful Acquisitions […]
Click here to read the complete postStatement by Chair Gensler on Form PF
Today [January 26, 2022], the Commission is considering amendments to Form PF — a form that came about after the financial crisis in 2008. We’d had challenges in private funds previously. So after the financial crisis in 2008, Congress came along and said, it’s time for us to collect information and share it with the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Disclosure, Financial crisis, Financial reporting, Form PF, Hedge funds, Investor protection, Private funds, SEC, Securities regulation, Systemic risk
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Statement by Commissioner Peirce on Form PF
I want to begin by offering my thanks to the staff of the Divisions of Investment Management and Economic and Risk Analysis, and the Offices of the Chief Accountant and General Counsel. Although I am unable to support today’s proposal, I appreciate all of the work and effort staff put into the proposal, including fielding […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Financial crisis, Financial reporting, Form PF, Hedge funds, Investor protection, Private funds, SEC, Securities regulation, Systemic risk
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