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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 Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Getting Back to the Long Term
With the coronavirus pandemic (we hope) tapering off this summer, boards are looking ahead to more normal compensation programs for 2022. They can pull back on the extraordinary measures and structures of 2020–21 and return to their long-term paths to strengthen or transform their organizations. Those paths were already a bit obscured by ongoing disruption […]
Click here to read the complete postFive Simple Rules for Post-IPO Pay
You’re chair of the compensation committee for the most recent successful initial public offering (IPO). Pre-IPO shareholders and employees are sitting on large unrealized gains. Your visionary leaders, the team that carries the company’s DNA, have just realized wealth beyond all expectations. That’s great! But now you have a problem: with less financial incentive—plus the […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Human capital, Incentives, IPOs, Management
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49 Law Firms Respond to Investment Company Act Lawsuits Targeting SPACs
Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because proceeds from their initial public offerings are invested in short-term treasuries and qualifying money market funds. Under the provision of the 1940 Act relied upon in […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Derivative suits, Investment Company Act, Merger litigation, Mergers & acquisitions, Securities litigation, Securities regulation, Shareholder suits, SPACs, Special purpose vehicles
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SEC Sanctions Company for Hypothetical Cyber Risk Factor
The SEC filed an enforcement action against a company for disclosing the risk that it “could” have a data privacy breach when it knew it already had experienced a breach. The action also shows the importance of software patch management, which can significantly reduce the number of incidents. On August 16, the Securities and Exchange […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Risk, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Statement by Commissioner Crenshaw Regarding Information Bundling and Corporate Penalties
In March of this year, I gave a speech to the Council of Institutional Investors suggesting that the SEC should reconsider its approach to assessing penalties against corporate wrongdoers. Rather than calibrating penalties to actual misconduct, some Commissioners have viewed corporate benefits as a limiting constraint on penalty amounts. This approach posits that any penalty […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Financial reporting, Information asymmetries, Information environment, Misconduct, Restatements, SEC, SEC enforcement, Securities enforcement, Settlements
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Silicon Valley 150 Risk Factor Trends Report
The SV150 is released each year by Lonergan Partners, a leading executive search firm based in Silicon Valley, and is comprised of the 150 largest public companies in Silicon Valley, based on annual sales. Key Changes in Risk Factor Disclosure Practices Under Amended Rules: Risk Factor Summary. Rather than decrease the total number of pages […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Disclosure, Form 10-K, Risk, Risk assessment, Risk disclosure, Surveys, Tech companies
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Special Purpose Acquisition Companies and the Investment Company Act of 1940
Last week, a stockholder in three special purpose acquisition companies (“SPACs”—Pershing Square Tontine Holdings, Ltd. (“PSTH”), GO Acquisition Corp. and E.Merge Technology Acquisition Corp) brought novel claims against each SPAC, its sponsor and directors. The suits claim that each SPAC is an unregistered investment company and that the compensation paid by the SPAC to its […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Investment Company Act, IPOs, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, SPACs, Special purpose vehicles
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What Do You Think About Climate Finance?
Scientists often describe climate change with superlatives. Urgent. Dire. Existential. The superlatives are all bad. Encouragingly, financial economists are devoting more and more attention to the intersection of climate and finance. Since time is short to define research agendas that help us manage the emerging financial and economic risks from climate change, we surveyed a […]
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Posted in Academic Research, ESG
Tagged Climate change, Environmental disclosure, ESG, Risk, Risk assessment, Surveys, Sustainability
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Weekly Roundup: August 27-September 2, 2021
SEC Maintains Focus on Contingent Liabilities Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Friday, August 27, 2021 Tags: Disclosure, Earnings management, Liability standards, Loss contingencies, SEC, SEC enforcement, Securities enforcement ESG and Incentives 2021 Report Posted by John Borneman, Tatyana Day, and Olivia Voorhis, Semler Brossy LLC, on Friday, August 27, 2021 Tags: Climate change, Cybersecurity, Diversity, Environmental disclosure, ESG, Executive Compensation, Human […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent influence […]
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