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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
Remarks by Chair Gensler Before the Asset Management Advisory Committee
Thank you. It is good to be with this Committee again. I’d like to thank the members. For the past two years, you have studied and advised the Commission on a number of important issues, on top of your other responsibilities and roles. This Committee was formed shortly before COVID-19 came to our shores. This […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Disclosure, ESG, Financial technology, Form ADV, Institutional Investors, Investment advisers, Private funds, Securities regulation, Sustainability
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Statement by Commissioners Peirce and Roisman on Shareholder Proposals
Today the Division of Corporation Finance issued a new staff legal bulletin relating to shareholder proposals, which rescinded the last three bulletins and indicated that the staff may no longer agree that certain proposals are excludable from proxy statements under Rule 14a-8. Notably, the Bulletin singles out as likely no longer excludable proposals “squarely raising […]
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Posted in Corporate Elections & Voting, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, ESG, No-action letters, Rule 14a-8, Say on climate, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Mandating Disclosure of Climate-Related Financial Risk
Climate change will profoundly affect the institutions that undergird modern society and will challenge almost every industry and economic sector. Under certain warming scenarios, our best available estimates suggest that climate change will impose tens of trillions of dollars in economic costs over the next 80 years. In this unprecedented environment, companies and their investors […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Risk disclosure, SASB, SEC, Securities regulation, Sustainability
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Remarks by Chair Gensler Before the SIFMA Annual Meeting
Thank you. It’s good to be here at the annual meeting of the Securities Industry and Financial Markets Association — what we all know as SIFMA. John [Rogers], I look forward to your questions. As is customary, I will note that I am not speaking on behalf of the Commission or SEC staff. The SEC […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital markets, Derivatives, Engagement, Investor protection, SEC, SEC rulemaking, Securities regulation, Swaps, Systemic risk
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Endogenous Choice of Stakes Under Common Ownership
A common concentrated owner (CCO) holds stakes in competing firms. Antitrust theorists have long posited that the interests of a CCO differ from those of an owner of a single firm. Economists have developed models in which, depending on its ownership structure, a firm in a noncompetitive industry maximizes a weighted average of its own […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Antitrust, Asset management, Common ownership, Index funds, Institutional Investors, Ownership, Ownership structure
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SEC Reopens Comment Period for Dodd-Frank Clawback Rule
On October 14, 2021, the Securities and Exchange Commission announced that it is reopening the comment period for its proposed clawback rule, which has languished ever since Congress directed the SEC to adopt it in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Dodd-Frank Act directed the SEC to require stock exchanges to obligate […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Dodd-Frank Act, Executive Compensation, Restatements, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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Lucian Bebchuk and the Study of Corporate Governance
I recently placed on SSRN a new paper, titled Lucian Bebchuk and the Study of Corporate Governance. The paper was solicited for, and will appear in, an upcoming issue on the most-cited legal scholars that the University of Chicago Law Review will publish later this year. The Essay discusses Lucian Bebchuk’s fundamental contributions to the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research
Tagged Corporate governance, Lucian Bebchuk
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The State of U.S. Sustainability Reporting
Executive Summary The significant events of 2020 have caused companies, institutional investors and regulators to re-energize their efforts towards sustainability initiatives. Institutional investors have dramatically enhanced their focus on issues relating to climate, diversity, human capital management and board governance (collectively, “ESG”). Under the Biden Administration, U.S. regulators are on the verge of mandating greater […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board communication, Disclosure, Diversity, Engagement, Environmental disclosure, ESG, Human capital, Materiality, Stakeholders
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ISS’ Annual Policy Survey Results
Institutional Shareholder Services (ISS) released on October 1st the results of its annual Global Benchmark Policy survey and its new climate survey. The surveys are part of ISS’ annual policy development process. ISS will release the final policy updates by the end of the year, to be adopted for shareholder meetings during the 2022 proxy […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged ESG, Institutional Investors, Institutional Shareholder Services Inc., Long-Term value, Pay for performance, Proxy advisors, Proxy voting, Surveys
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Speech by Commissioner Peirce on the Future of the SPAC Market
Thank you, AJ [Harris]. It is a pleasure to be part of the Fordham Journal of Corporate and Financial Law conference. I have to start with the standard disclaimer. My views are my own and not necessarily those of the Securities and Exchange Commission or my fellow Commissioners. A family I know recently acquired a […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, Mergers & acquisitions, Public firms, SEC, SEC rulemaking, Securities regulation, SPACs, Special purpose vehicles
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