-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Bitcoin, Cryptocurrency, Cybersecurity, Financial technology, Money laundering, Ransomware, Risk, Securities enforcement, Securities regulation
Comments Off on A Guide for Boards and Companies Facing Ransomware Demands
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 […]
Click here to read the complete post
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
Comments Off on Statement by Chairman Gensler on Rules Regarding Clawbacks of Erroneously Awarded Compensation
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. […]
Click here to read the complete post
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
Comments Off on Delaware Decision Deals with Director Independence
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 […]
Click here to read the complete post
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
Comments Off on Special Committee Report
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 […]
Click here to read the complete post
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
Comments Off on Ninth Circuit on Strict Liability for Direct Listings
Going Dark: Speech by Commissioner Lee on The Growth of Private Markets and the Impact on Investors and the Economy
Perhaps the single most significant development in securities markets in the new millennium has been the explosive growth of private markets. We’ve become all too familiar with the statistics: more capital has been raised in these markets than in public markets each year for over a decade with no signs of a change in the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Private equity, Private firms, Public firms, SEC, Securities regulation
Comments Off on Going Dark: Speech by Commissioner Lee on The Growth of Private Markets and the Impact on Investors and the Economy
Speech by Commissioner Roisman on the U.S. Capital Markets
Good morning. To open, I have to note that my remarks are my own and do not reflect the views of the Commission or my fellow Commissioners. I. Introduction The last 18 months have been unprecedented and while we have all had to make changes and adapt I have found that the purpose of my […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, COVID-19, SEC, Securities regulation
Comments Off on Speech by Commissioner Roisman on the U.S. Capital Markets
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 […]
Click here to read the complete post