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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 Risk Factor Disclosure Rules
The level of risk and uncertainty faced by the world, its citizens, and its companies over the past two years is unprecedented in the modern era and shows no sign of abating. From multiple waves of the worst global pandemic in 100 years to large scale supply chain and labor market disruptions, social unrest and […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, ESG, Human capital, Risk, Risk disclosure, Risk management, SEC, Securities regulation
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SEC’s Transition in Enforcement Priorities
On November 18, 2021, the U.S. Securities and Exchange Commission’s (the “SEC” or “Commission”) Division of Enforcement (the “Division”) announced its enforcement results for fiscal year 2021 (“FY 2021”). The first partial year of the Democratic administration came with an uptick in enforcement, with the SEC bringing 434 new enforcement actions—a 7% increase from fiscal […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Audits, Blockchain, Cryptocurrency, Financial technology, Investment advisers, SEC, SEC enforcement, Securities enforcement, Securities regulation, SPACs, Whistleblowers
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Bardy Diagnostics v. Hill-Rom: New Lessons on Material Adverse Effect Clauses
Back in July, in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., 2021 WL 2886188 (Del. Ch. July 9, 2021), the Delaware Court of Chancery (Vice Chancellor Slights) once again had to apply a “Material Adverse Effect” (“MAE”) clause to determine whether an acquirer was required to close an acquisition. As has almost always happened in the […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Adverse effects, Cash flows, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Corporate Implications from COP26
The 26th meeting of the UN Conference of the Parties (COP26) led to several newsworthy developments, with companies, countries, and coalitions announcing various initiatives and pledges throughout the thirteen-day meeting. We found the two below especially significant: The announcement of interim targets from the Net Zero Asset Managers Initiative (NZAM), and The formation of the International […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Engagement, Environmental disclosure, ESG, Institutional Investors, International governance, Sustainability
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The Lasting, Positive Impact of Sarbanes-Oxley
Next year will mark the 20th anniversary of the passage of the Sarbanes-Oxley Act, federal legislation that has had an enormous—and mostly positive—impact on the integrity and reliability of companies, their financial statements, leadership and advisors. It sparked the corporate responsibility movement, which continues to impact corporate and leadership ethics and compliance with law. It […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Boards of Directors, Corporate fraud, External auditors, Financial regulation, Internal auditors, PCAOB, Sarbanes–Oxley Act, Securities regulation
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Glass Lewis’ 2022 Policy Guidelines: Important Updates
Glass Lewis recently released its 2022 policy guidelines, with new amendments on compensation, board diversity, and environmental and social areas. The key changes for 2022 focus on diversity and SPAC governance. This post discusses key compensation and Environmental, Social and Governance (ESG) updates. Executive Compensation-Related Updates Linking Executive Pay to Environmental and Social Criteria Glass […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Executive Compensation, Glass Lewis, Institutional Investors, Proxy advisors, Risk oversight, Shareholder voting
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ESG and 2021 Year-End Financial Reporting Season
ESG’s impact on financial statements Partially in response to stakeholder pressure to integrate ESG into company strategy, many companies are doing more to address ESG risks and opportunities. Common initiatives include making net zero commitments, tying ESG KPIs to executive compensation, improving diversity in the workforce, and addressing data privacy concerns. In addition to being […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Climate change, Cybersecurity, Environmental disclosure, ESG, Financial reporting, Human capital, Risk disclosure, SEC, Securities regulation, Sustainability
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