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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
SEC Comments on Climate Change Disclosure
The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to companies regarding their climate-related disclosure, or the absence of climate-related disclosure (the “Sample Letter”). This action is the latest in a series of developments […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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SEC Enforcement Order Highlights Risks of Data-Based Market Intelligence
Data miners and data aggregators should carefully examine their policies and procedures to avoid the inclusion of material nonpublic information (“MNPI”) in analytical products. Consumers of such analyses should avoid trading activities informed by market intelligence that is knowingly based on MNPI. Last week, the SEC announced a $10 million settlement with market data intelligence […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Artificial intelligence, Cybersecurity, Privacy, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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Board Refreshment and Succession Planning in the New Normal
Increasingly assertive institutional investors, aggressive hedge fund activists, empowered ESG experts, and powerful proxy advisors are ramping up their demands on public company boards. These and other influential stakeholders are scrutinizing corporate boards to see if they have the right people to succeed—and that they are committed to effective refreshment, board succession, and board evaluation […]
Click here to read the complete postA Guide for Boards and Companies Facing Ransomware Demands
On September 21, 2021, the U.S. Department of the Treasury announced a set of actions designed to counter ransomware, principally by discouraging ransomware payments. The Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) for the first time designated a virtual currency exchange for facilitating financial transactions for ransomware actors. OFAC also issued an […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Bitcoin, Cryptocurrency, Cybersecurity, Financial technology, Money laundering, Ransomware, Risk, Securities enforcement, Securities regulation
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Statement by Chairman Gensler on Rules Regarding Clawbacks of Erroneously Awarded Compensation
I support today’s [Oct. 14, 2021] action to re-open comment on the Dodd-Frank Act rule regarding clawbacks of erroneously awarded incentive-based compensation. I believe we have an opportunity to strengthen the transparency and quality of corporate financial statements as well as the accountability of corporate executives to their investors. In today’s economy, corporate executives often […]
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Posted in Executive Compensation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Clawbacks, Dodd-Frank Act, Executive Compensation, Restatements, SEC enforcement, Securities enforcement, Securities regulation
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Delaware Decision Deals with Director Independence
BGC Partners, Inc. Derivative Litigation (Sept. 20, 2021) involved a merger between entities that were controlled by the same person, Howard Lutnick, through his control of Cantor Fitzgerald, L.P. (“Cantor”). Lutnick had a far larger economic interest in the target company, Berkeley Point Financial LLC (“Berkeley Point”), than in the acquiring company, BGC Partners, Inc. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits
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Weekly Roundup: October 8–14, 2021
Corporate Liquidity Provision and Share Repurchase Programs Posted by Craig M. Lewis and Joshua T. White (Vanderbilt University), on Friday, October 8, 2021 Tags: Capital allocation, Executive Compensation, Liquidity, Market conditions, Repurchases, Shareholder value SEC Form 10-K Comments Regarding Climate-Related Disclosures Posted by Brian V. Breheny, Raquel Fox and Jeongu Gim, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, October 8, 2021 […]
Click here to read the complete postSpecial Committee Report
This post surveys corporate transactions announced during the period from January through June 2021 that used special committees to manage conflicts and key Delaware judicial decisions during this period ruling on the effectiveness of such committees. While corporate transactional activity during the first half of 2021 may be remembered more for SPACs, cryptocurrencies and meme […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder voting, Special committees
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Ninth Circuit on Strict Liability for Direct Listings
On September 20, 2021, the Ninth Circuit held that securities sold by third parties and exempt from the registration requirements of the federal securities laws are nevertheless subject to strict liability for the issuer if sold after a direct listing. By affirming a district court’s earlier decision in Pirani v. Slack Technologies, Inc., 445 F. Supp. 3d 367 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Direct listings, Liability standards, Registration exemptions, Section 11, Securities litigation, Securities regulation, Slack, U.S. federal courts
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Comment on Climate Change Disclosures
We share the view that has been articulated by various policymakers, academics and other market participants that climate change poses a systemic risk to our financial markets and the broader economy. The potential impacts of climate change on financial markets are broad and far-reaching, including disruptions not only in asset valuations but more generally in […]
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