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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
New York Court on the Enforcement of Federal Forum Provision
In the wake of the Supreme Court’s holding in Cyan, Inc. v. Beaver County Employees Retirement Fund, which held that state courts have concurrent jurisdiction over claims brought under the Securities Act of 1933 (the “Securities Act”), many corporations began adopting a federal forum provision (“FFP”) in their charters, requiring Securities Act claims to be […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Forum selection, Jurisdiction, New York, Securities Act, Securities litigation, State law
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Data Governance Tips for Companies Following SEC’s In re App Annie
Case Overview [The Sept. 14, 2021] U.S. Securities and Exchange Commission enforcement cease-and-desist order (Order) In re App Annie Inc., out of the SEC’s San Francisco Regional Office, underscores the importance of taking meaningful steps to implement and abide by written policies on corporate data management and protection. The Order resolved fraud allegations that App Annie, an […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Confidentiality, Cybersecurity, Disclosure, Privacy, SEC, SEC enforcement, Securities enforcement, Securities regulation
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SEC Form 10-K Comments Regarding Climate-Related Disclosures
As anticipated, the staff in the SEC’s Division of Corporation Finance has begun issuing detailed comments regarding climate-related disclosures. In February 2021, then Acting SEC Chair Allison Herren Lee announced that she directed the staff to “enhance its focus on climate-related disclosure in public company filings.” To date, the comments have been issued in stand-alone letters […]
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Posted in ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Form 10-K, SEC, SEC rulemaking, Securities regulation, Sustainability
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Corporate Liquidity Provision and Share Repurchase Programs
Corporations use stock buybacks as a means to unlock value by returning surplus cash to investors. In turn, these investors can deploy the capital to more productive uses. The popularity of stock buyback programs has attracted significant attention from academics, policymakers, and practitioners. Some vocal opponents conjecture that stock buybacks necessarily reduce investment and harm […]
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Posted in Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Capital allocation, Executive Compensation, Liquidity, Market conditions, Repurchases, Shareholder value
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Weekly Roundup: October 1–7, 2021
Crises as Opportunities for Growth: The Strategic Value of Business Group Affiliation Posted by Jason Zein (University of New South Wales), on Friday, October 1, 2021 Tags: Business groups, Capital markets, Emerging markets, Family firms, Financial crisis, International governance, Peer groups, Shocks Key Takeaways From Recent SEC Cybersecurity Charges Posted by Michael Osnato, Allison Bernbach, and William LeBas, Simpson Thacher & Bartlett LLP, on Friday, […]
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Key Takeaways Climate change and other ESG factors are driving a heightened focus on stewardship practices among responsible investors. Investors, both passive and active, should be mindful of litigation risks and recovery opportunities in their portfolio. Originally driven by climate issues, ESG-related litigation is expanding into other ESG areas and across a range of asset […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Climate change, Corporate liability, ESG, International governance, Misconduct, Money laundering, Securities litigation, Shareholder suits, Stewardship
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Investor Protection in an Age of Entrepreneurship
In this age of entrepreneurship, emerging companies have created trillions of dollars in new market value. Remarkably, many of the most promising ventures have gone public without an extensive history of profitability. Indeed, many are losing significant amounts as they command valuations once reserved for blue chip corporate giants with decades of substantial profits. The […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Capital formation, Entrepreneurs, Investor protection, IPOs, Risk, SEC, Securities regulation, SPACs, Underwriting
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Proposed Legislation to Address the Problem of Woke Corporations
The public support by large corporations for socially progressive ideologies, both in politics and business, has created a crisis of legitimacy for corporate America. By embracing the “woke” revolution that is politicizing nearly every area of Americans’ lives, corporate America has severely damaged its credibility with the rest of the country, and broken its relationship […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Conflicts of interest, Corporate Social Responsibility, Diversity, ESG, Fiduciary duties, Securities regulation, Shareholder voting, Stakeholders, Sustainability, US Senate
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Testimony by Chair Gensler Before the United States House of Representatives Committee on Financial Services
Good afternoon, Chairwoman Waters, Ranking Member McHenry, and members of the Committee. I’m honored to appear before you today for the second time as Chair of the Securities and Exchange Commission. As is customary, I will note that my views are my own, and I am not speaking on behalf of my fellow Commissioners or […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Artificial intelligence, Capital markets, Cryptocurrency, Derivatives, Financial technology, SEC enforcement, Securities enforcement, Securities regulation, SPACs, Swaps
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