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

SEC Releases New Proposed Rules for Rule 10b5-1 Plans

Introduction Rule 10b5-1, established by the Securities and Exchange Commission (SEC) in the year 2000, permits executive officers and directors of publicly traded companies to establish a trading plan for the sale or purchase of company stock and provides these individuals an “affirmative defense” against claims that shares were traded based on material non-public information […]

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CEO Leadership Redefined

Society is demanding a different kind of leadership from the C-suite, especially CEOs. People are paying close attention to what they say and what they do. This shift was happening well before 2020, but the COVID-19 pandemic and social and political unrest significantly accelerated the transformation underway. As a firm that helps CEOs with their […]

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An Essay on the Fed and the U.S. Treasury: Lender of Last Resort and Fiscal Policy

My recent article, An Essay on The Fed and the U.S. Treasury: Lender of Last Resort and Fiscal Policy, in the Harvard Journal of Law and Public Policy explores the evolution of my thinking on risky emergency lending, focusing primarily on non-banks. Like the famous 19th century British economist Ricardo, who recognized his views on […]

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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation | Tagged , , , , , , , , | Comments Off on An Essay on the Fed and the U.S. Treasury: Lender of Last Resort and Fiscal Policy

Board Practices Quarterly: Diversity, Equity, Inclusion: One Year Later

This post revisits topics raised in our earlier post, published in October 2020, that explored how companies and boards were responding to events of that year surrounding systemic racism and racial inequality. Specifically, we explore how practices pertaining to diversity, equity, and inclusion (DEI) have changed in the past year in areas such as reporting, […]

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Corporate Political Spending is Bad Business: How to Minimize the Risks and Focus on What Counts

In our article, Corporate Political Spending is Bad Business, we explore the deep problems that corporate political spending poses for corporations and their management. In particular, we highlight the lack of legitimacy underpinning management decisions to spend treasury dollars on political causes as well as the “hypocrisy trap” for companies that donate to causes that […]

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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, ESG, HLS Research, Institutional Investors | Tagged , , , , , , , | 1 Comment

ISS Proxy Voting Guidelines 2022: Compensation and Diversity Updates

ISS recently published its 2022 policy updates, which will go into effect for annual meetings held on or after February 1, 2022 (and, in some instances, February 1, 2023). This post discusses key updates made to ISS’ compensation and Environmental, Social and Governance (ESG) voting policies. Executive Compensation-Related Update Burn Rate For stock plan valuations, […]

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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , | Comments Off on ISS Proxy Voting Guidelines 2022: Compensation and Diversity Updates

Japan’s Coming Wave of Reform

Issues of corporate governance, capital management and sustainability have been on the radar in Japan for the past decade, but soon the pace of change could accelerate. The difference is a revised Corporate Governance Code and the upcoming overhaul of the Tokyo Stock Exchange, which aim to reinforce the role of sound governance and capital […]

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ISS 2022 U.S. Policy Updates

On December 7, 2021, Institutional Shareholder Services (ISS) published updates to its U.S. benchmark proxy voting policies. Unless specified otherwise, the new policies are applicable to all U.S. company meetings held on or after February 1, 2022. This year, ISS’s key policy updates relate to the issues of board composition and board accountability. The policy […]

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Comment Letter on DOL ESG Proposed Rulemaking

We are writing in response to the proposed rulemaking [RIN 1210-AC03–Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights] by the Department of Labor (the “Department”) on prudence and loyalty in selecting plan investments and exercising shareholder rights (the “Proposal”). This response is based on our expertise in environmental, social, and governance (“ESG”) […]

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Posted in Academic Research, ESG, HLS Research, Institutional Investors, SEC Comment letters, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Comment Letter on DOL ESG Proposed Rulemaking

Preparing An Annual Report on Form 20-F: Guide for 2022

This post summarizes considerations that will affect the preparation of the annual report of a foreign private issuer on Form 20-F for the year ended December 31, 2021. During 2021, there were only limited changes to Form 20-F and the applicable rules. However, extensive changes adopted in previous years have become mandatory during the course […]

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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on Preparing An Annual Report on Form 20-F: Guide for 2022
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