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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
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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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Coinbase, Cryptocurrency, Cybersecurity, Insider trading, Liability standards, SEC, SEC enforcement, Securities enforcement, Securities regulation
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DOL Proposes Significant Amendments to Prominent ERISA Exemption
On July 27, 2022, the U.S. Department of Labor (the “DOL”) proposed major changes (the “Proposal”) to a core exemption used by many investment managers that have discretionary responsibility over the assets of funds and accounts that are deemed to hold “plan assets” under the U.S. Employee Retirement Income Security Act of 1974, as amended […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Deferred prosecution agreements, DOL, ERISA, Fiduciary rule, Institutional Investors, Investment advisers, Securities enforcement, Securities regulation
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The Effect of Intermediary Coverage on Disclosure: Evidence from a Randomized Field Experiment
A fundamental factor in a firm’s disclosure choice is the extent to which market participants can process the information the firm discloses. Because market participants have limited attention and resources, they often rely on intermediaries to reduce processing costs by collecting, analyzing, and distributing firms’ disclosures and other information. By easing these frictions, intermediaries play […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting, Disclosure, Intermediaries, International governance, Taxation, Transparency, UK
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EU Corporate Sustainability Reporting Directive—What Do Companies Need to Know
Non–EU companies with a significant presence in the EU or with securities listed on an EU-regulated market will become subject to new EU rules on corporate sustainability disclosures (the Corporate Sustainability Reporting Directive, or CSRD). The text of the CSRD has now been agreed by the EU institutions. CSRD is expected to become EU law later […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, EU, International governance, Securities regulation, Sustainability, UK
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ESG + Incentives 2022 Report
There has been a rapid increase in the adoption of ESG metrics for executive incentive plans across the S&P 500 over the past several years. This has largely been driven by continued shareholder focus on human capital management (HCM) and environmental issues. By adding these ESG metrics to incentive plans, Companies are signaling a heightened […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Climate change, Diversity, ESG, Executive Compensation, Human capital, Incentives, Pay for performance, Performance measures, Stakeholders, Sustainability
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More Prescriptive Proposals, Less Support for 2022 Proxy Season
This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of shareholder proposals—particularly proposals related to environmental and social issues—more of a challenge for companies. As discussed in […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder proposals
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Tech Companies Lean on Cyber to Go Faster and Gain Trust
Tech company leaders name cyber security as both the greatest threat and greatest operational priority. In response, they are investing in skills, culture, and technology to build cyber resiliency, accelerate digital and business model transformation, and foster stakeholder trust. Technology companies continue to provide the products and services that have powered digital transformation throughout the […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Cybersecurity, Management, Privacy, Risk, Risk management, Tech companies
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The Proposed SEC Climate Disclosure Rule: A Comment from Shivaram Rajgopal
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Professor Rajgopal. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. I write in support of your proposed climate risk disclosures. To frame my comments, it is useful to […]
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