-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Chancery Court Decision on the “Effect of Termination” Provision
The Delaware Court of Chancery’s recent decision in Yatra Online v. Ebix (Aug. 30, 2021) serves as a reminder that, under the “Effect of Termination” provision in most merger agreements, a party’s termination of the agreement extinguishes all liability of both parties for pre-termination breaches of the agreement, except as the parties may have otherwise […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Misconduct, Termination
Comments Off on Chancery Court Decision on the “Effect of Termination” Provision
Key Takeaways From Recent SEC Cybersecurity Charges
On August 30, 2021, the SEC announced three settlements with eight registered investment advisers and broker-dealers for violations of Rule 30(a) of Regulation S-P (the “Safeguards Rule”) and, in the case of one of the firms charged, for violations of Section 206(4) and Rule 206(4)-7 of the Advisers Act, resulting in hundreds of thousands of dollars in […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Cybersecurity, Investment Advisers Act, Privacy, Regulation S-P, SEC, SEC enforcement, SEC rulemaking, Securities enforcement
Comments Off on Key Takeaways From Recent SEC Cybersecurity Charges
Crises as Opportunities for Growth: The Strategic Value of Business Group Affiliation
In many markets around the world, a substantial fraction of publicly listed firms are members of family-controlled business groups. Despite widespread concerns over their corporate governance impacts, family business groups have continued to expand, with no end to their dominance in sight. For example, from 2002 to 2012, a period which includes the Global Financial […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Business groups, Capital markets, Emerging markets, Family firms, Financial crisis, International governance, Peer groups, Shocks
Comments Off on Crises as Opportunities for Growth: The Strategic Value of Business Group Affiliation
Weekly Roundup: September 23–30, 2021
The Impact of a Principles-Based Approach to Director Gender Diversity Policy Posted by Tor-Erik Bakke (UIC), Laura Field (University of Delaware), Hamed Mahmudi (University of Delaware), and Aazam Virani (University of Arizona), on Friday, September 24, 2021 Tags: Board composition, Boards of Directors, Director qualifications, Diversity, ESG A New Way of Seeing Value Posted by Witold Henisz (The Wharton School of […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: September 23–30, 2021
Statement by Chair Gensler on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on September 29, 2021. I want to welcome members of the public who are listening in. This is my first open meeting as Chair of this remarkable agency. While there will be times when we vote on rulemakings via seriatim, I […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Executive Compensation, Form N-PX, Index funds, Institutional Investors, Proxy voting, Say on pay, Securities regulation, Shareholder voting
Comments Off on Statement by Chair Gensler on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
Statement by Commissioner Peirce on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
I want to offer my thanks to the staff of the Divisions of Investment Management and Economic and Risk Analysis and the Office of the General Counsel. I enjoyed our discussion about the proposal before us today and your thoughtful consideration of my comments. I know how much work goes into a proposal like this […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, ESG, Executive Compensation, Form N-PX, Index funds, Institutional Investors, Proxy voting, Say on pay, SEC, SEC rulemaking, Securities regulation, Shareholder voting
Comments Off on Statement by Commissioner Peirce on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
Statement by Commissioner Roisman on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
Thank you, Chair Gensler, and thank you to the staff in the Division of Investment Management (the “Division”) for your hard work on the recommendation we are considering today, to propose amendments to disclosures that asset managers make with regard to their proxy voting. As no recommendation gets to the Commission without scrutiny from our […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, ESG, Executive Compensation, Form N-PX, Index funds, Institutional Investors, Proxy voting, Say on pay, SEC, SEC rulemaking, Securities regulation, Shareholder voting
Comments Off on Statement by Commissioner Roisman on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
The Vanguard 2021 Semiannual Report
Regional roundup Topics and trends that shaped the global governance landscape in the first half of 2021 Good governance has never been more important. Boards of directors and company leaders continued to face challenges in the first half of the year. The pandemic disrupted operations and global supply chains and forced companies to make strategic […]
Click here to read the complete post
Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Diversity, Engagement, ESG, Executive Compensation, Index funds, Institutional Investors, International governance, Say on climate, Say on pay, Shareholder voting, Sustainability
2 Comments
The Deterrent Effect of Insider Trading Enforcement Actions
This study examines whether exposure to an insider trading enforcement action deters corporate insiders’ future opportunistic trading. A priori, the answer is not clear. While it is illegal for insiders to trade based on material private information, this can be difficult to establish in court. Further, many insiders continue to earn large profits from their […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Information environment, Inside information, Insider trading, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on The Deterrent Effect of Insider Trading Enforcement Actions
Proxy Season Climate-Related Voting Trends Report
Anthropocene: “the current geological age, viewed as the period during which human activity has been the dominant influence on climate and the environment.” Key Takeaways The 2021 U.S. proxy voting season marked an escalation of shareholder engagement on climate-related issues as well as an expansion of tactics. Many investors are moving beyond requests for disclosure […]
Click here to read the complete post
Posted in Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Proxy season, Proxy voting, Say on climate, Shareholder voting, Sustainability
Comments Off on Proxy Season Climate-Related Voting Trends Report