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

Enron’s Contribution to the Vitality of Corporate Compliance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 3, 2022

Enron shares hit $90.75 on August 23, 2001. By December 2, they had corrected to $0.26 and the business had filed for Chapter 11. Twenty years after the culmination of Enron’s too-close-to-the-sun flight, it’s clear its fallout set the course for the evolution of compliance in the new millennium. The infamous Enron scandal of 2001 […]

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SEC’s Focus on Advisory Fees—Implications for Private Fund Managers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, January 2, 2022

Any doubts over whether the U.S. Securities and Exchange Commission considers advisory fees to be a focus area for 2022 were dispelled over the past several weeks. In four separate public statements, the SEC and the Staff of the Division of Examinations have set the stage for a comprehensive review of the “market” for advisory […]

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Proxy Advisors Update Voting Guidelines for 2022

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 31, 2021

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting outcomes. This post summarizes the key changes to […]

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Weekly Roundup: December 24–30, 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 31, 2021

U.S. Record Breaking Awards and a New FinCEN Whistleblower Posted by Christine Y. Wong and Logan Wren, Morrison & Foerster LLP, on Friday, December 24, 2021 Tags: CFTC, FinCEN, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers “Sustainable” Companies Face Increased Pressure Posted by Jason Halper, Sara Bussiere, and Timbre Shriver, Cadwalader, Wickersham & Taft LLP, on Sunday, December 26, 2021 Tags: Capital formation, Disclosure, Environmental disclosure, ESG, Materiality, SEC, Securities […]

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SEC Enforcement Trends: Five Key Takeaways

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 30, 2021

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 […]

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Spring-Loaded Equity Awards are Back on the SEC’s Agenda

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 29, 2021

On November 29, 2021 the United States Securities and Exchange Commission (the “SEC”) issued new guidance under Staff Accounting Bulletin No. 120 (the “Bulletin”) on estimating the fair value of share-based compensation under Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“Topic 718”) that leaves some key questions unanswered and that we expect will significantly […]

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Some Thoughts for Boards of Directors in 2022

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 28, 2021

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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Making ESG Second Nature in Asset Allocation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 27, 2021

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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“Sustainable” Companies Face Increased Pressure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, December 26, 2021

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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U.S. Record Breaking Awards and a New FinCEN Whistleblower

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 24, 2021

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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