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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- John Finley
- Carolyn Frantz
- Andrew Freedman
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- David Millstone
- Theodore Mirvis
- Maria Moats
- Erika Moore
- Carey Oven
- Morton Pierce
- Philip Richter
- Marc Trevino
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Should Your Company Go Private?
Twenty-six public companies have gone private this year as of mid-May, totaling more than $121 billion in value. Compare that to 47 companies that did the same in all of 2021, the highest number of such deals in more than a decade, according to Dealogic. Dry powder is partially fueling these transactions as private equity firms compete […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Disclosure, Going private, Mergers & acquisitions, Private firms, Public firms
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Climate Disclosures: Not Quite as Easy as (Scope) 1-2-3
Executive Summary Public policy advocacy is an important part of an asset manager’s active ownership strategy. Asset managers recently had a key opportunity to influence U.S. climate policy as the SEC invited comments on its proposed rule for corporate disclosures of climate-related information. Climate-related risks have increasingly become important for many companies within various industries […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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CSOs Have More Impact When Aligned To The CEO
Businesses are more likely to hit organizational ESG targets when their sustainability leader reports directly to a CEO with a demonstrated commitment to sustainability. Many organizations find it challenging to know where to start when adding a new Chief Sustainability Officer (CSO) role. Our recommendation is to provide them with a direct line to the […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Climate change, ESG, Management, Sustainability
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Statement by Chair Gensler on Proposed Joint Amendments to Form PF
Today [Aug. 10, 2022], the Commission is considering whether to propose joint amendments with the Commodity Futures Trading Commission (CFTC) to Form PF, an important reporting tool that the Commission and the Financial Stability Oversight Council (FSOC) use, respectively, to protect investors and monitor systemic risk. I am pleased to support the proposal because, if […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged CFTC, Disclosure, Form PF, Hedge funds, Institutional Investors, Private equity, Private funds, SEC, SEC rulemaking, Securities regulation
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Statement by Commissioner Uyeda on Proposed Joint Amendments to Form PF
Thank you, Chair Gensler. Who benefits from investments in private funds and alternative investments? In many cases, they are the pensioners in a retirement plan or a university student who benefits from an endowment. In other words, Americans of all types benefit from a robust market for private funds that is diverse and provides sophisticated […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation
Tagged CFTC, Disclosure, Form PF, Hedge funds, Institutional Investors, Private equity, Private funds, SEC, SEC rulemaking, Securities regulation
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Proposed Amendments to the Shareholder Proposal Rules
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their proxy statements. Specifically, the proposed amendments would modify the standards for exclusion under the “substantial implementation,” the “duplication” and the […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, No-action letters, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Twitter v. Musk: Plaintiff’s Response to Defendant’s Counterclaim
Plaintiff Twitter, Inc. (“Twitter”), by and through its undersigned counsel, replies as follows to the Verified Counterclaims (the “Counterclaims”) of Elon R. Musk (“Musk”), X Holdings I, Inc., and X Holdings II, Inc. (each a “Defendant” and together, “Defendants” or the “Musk Parties”) as follows. Introduction Musk begins his answer to Twitter’s claims for breach […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Disclosure, Elon Musk, Materiality, Merger litigation, Mergers & acquisitions, Termination, Twitter
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The Market for CEOs: Evidence from Private Equity
A wide range of research examines the market for CEOs and executive mobility in public companies while largely ignoring the market for CEOs in private equity funded companies. The research on public companies typically finds low levels of mobility for CEOs, particularly recently. For example, Cziraki and Jenter (2021) study CEO changes at S&P 500 […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Private Equity
Tagged Executive Compensation, Executive turnover, Human capital, Labor markets, Management, Private equity
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Second Circuit on Stating a Claim for Scheme Liability
On July 15, 2022, the U.S. Court of Appeals for the Second Circuit issued a decision holding that Lentell v. Merrill Lynch & Co., 396 F.3d 161 (2d Cir. 2005)—in which the court previously held that misstatements and omissions alone do not suffice for scheme liability under Rule 10b-5(a) and (c) of the federal securities […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate liability, Disclosure, Liability standards, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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