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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
Robinhood’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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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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