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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
SEC Enforcement Trends: Five Key Takeaways
The U.S. Securities and Exchange Commission recently announced its enforcement results for FY21, highlighting what it considers significant in its enforcement practices and indicating important trends for future enforcement. The data from FY21 suggest that this new SEC will pursue an aggressive enforcement agenda, continue to impose—and even raise—significant penalties, and test the waters with […]
Click here to read the complete postSome Thoughts for Boards of Directors in 2022
The focus on climate change and other ESG issues, and on stakeholders generally, has been prompting boardroom deliberations around the recurring theme: “How do we take into account ESG and other stakeholder considerations, while at the same time addressing the expectations of our shareholders for robust financial results, stock price appreciation and dividends or other […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, COVID-19, ESG, Externalities, Stakeholders, Sustainability
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Making ESG Second Nature in Asset Allocation
ESG is a growing imperative for investors of all types—from considering ESG when assessing individual issuers to modeling the impact of climate change on investment strategies. For multi-asset investors, there’s another ESG dimension to incorporate: translating organizational ESG objectives into an effective strategic asset allocation. This process may seem almost second nature when incorporating traditional […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Sustainability
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“Sustainable” Companies Face Increased Pressure
The recent IPO for Rivian Automotive Inc., the electric pick-up truck manufacturer whose shares increased 29% on the day following the offering, resulting in an enterprise valuation of more than $86 billion – more than the market values of every other automaker except Tesla, Toyota, and Volkswagen—is evidence that investors may place a significant premium […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Capital formation, Disclosure, Environmental disclosure, ESG, Materiality, SEC, Securities regulation, Sustainability
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U.S. Record Breaking Awards and a New FinCEN Whistleblower
The U.S. Securities and Exchange Commission (SEC) recently awarded approximately $36 million to a whistleblower who was culpable in the wrongful conduct and delayed reporting information to the agency for five years. The award is among the Top 10 awards ever issued by the SEC. Nor is the SEC alone in pushing the limits of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, FinCEN, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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Weekly Roundup: December 17–23, 2021
Boards Face Backlash as ESG Tips the Scales During 2021 Proxy Season Posted by Rodolfo Araujo and Garrett Muzikowski, FTI Consulting, Inc., on Friday, December 17, 2021 Tags: Asset management, Board oversight, Boards of Directors, ESG, Institutional Investors, Risk management, Shareholder activism, Shareholder proposals, Shareholder voting Statement by Commissioner Peirce on Rule 10b5-1 and Insider Trading Posted by Hester M. Peirce, U.S. Securities and Exchange […]
Click here to read the complete postTaking Board Governance from Good to Great
Strategy: don’t just approve it. Measure it, check it, change it. It’s management’s job, of course, to set company strategy. But board oversight is absolutely critical, and to really get it right, many boards could be even more involved. Directors see this, and many told me so in our conversations. Specifically, boards could spend more […]
Click here to read the complete postRobinhood’s Threat to Sue SEC Over Broker Dealer Regulation Unlikely to Succeed
This paper considers a rulemaking effort underway at the Securities and Exchange Commission to regulate the conflicts of interest that result when brokers send client orders to venues that pay the broker a fee in exchange for routing to them. These payments for order flow or rebates present a distortive conflict to a broker’s duty […]
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Posted in Academic Research
Tagged Broker-dealers, Conflicts of interest, Investor protection, Retail investors, Robinhood, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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SEC Resets the Shareholder Proposal Process
On November 3, 2021, the Securities and Exchange Commission (“SEC”) Division of Corporation Finance issued Staff Legal Bulletin 14L (“SLB 14L”). From the perspective of proponents, the bulletin resets the shareholder proposal process to: (a) align with the Commission’s original principles and structure of SEC Rule 14a-8 (the “Rule”), (b) reduce subjectivity arising from determinations […]
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Posted in Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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