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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
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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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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