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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 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
Quarterly Review of Shareholder Activism
Observations on the Global Activism Environment in H1 2021 1. U.S. Activity Leads Global Market in H1 2021 94 new campaigns were initiated globally in H1 2021, in line with H1 2020 levels Year-over-year stability buoyed by a strong Q1, with Q2’s new campaigns launched (39) and capital deployed ($9.1bn) below multi -year averages H1 […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Engine No. 1, ESG, ExxonMobil, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting, SPACs
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Rethinking Securities Law
My recently published book, Rethinking Securities Law (Oxford University Press 2021) (ISBN 978-0-19-758314-2), focuses on many key aspects of securities regulation and recommends meaningful reforms that should be implemented. The book addresses such fundamental subjects as the disclosure regimen of the federal securities laws, exempt offerings (for issuers as well as in the resale setting), […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, Insider trading, Rule 10b-5-1, Sarbanes–Oxley Act, SEC, SEC enforcement, SEC rulemaking, Securities regulation
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U.S. Companies Focus on Four Areas of Human Capital Management Disclosure
As more companies provide required disclosure of their human capital management following a new SEC rule in 2020, we’re getting a more complete picture of disclosure trends and the topics that companies are providing details on. It’s been less than a year since a new disclosure rule by the Securities and Exchange Commission (SEC) took […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, COVID-19, Disclosure, Form 10-K, Human capital, Institutional Investors, SEC, Securities regulation
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SEC Returns Spotlight to Cybersecurity Disclosure Enforcement
On June 15, the Securities and Exchange Commission announced a settlement with First American Financial Corporation for what the SEC found were inadequate disclosure controls and procedural violations, revealed in connection with a cyber incident last spring. Since the SEC published guidance in early 2018 regarding disclosure principles related to cybersecurity vulnerabilities, it appears to […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Internal control, SEC, SEC enforcement, SEC rulemaking, Securities enforcement
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Statement by Chair Gensler on Investor Protection Related to Recent Developments in China
Recently, the government of the People’s Republic of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through associated offshore shell companies. These developments include government-led cybersecurity reviews of certain companies raising capital through offshore entities. This is relevant to U.S. investors. In a number of sectors in China, […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged China, Corporate forms, Cybersecurity, Disclosure, Foreign firms, International governance, Investor protection, Registration statements, SEC, Securities regulation
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Trust: A Critical Asset
Introduction The responsibilities of boards of directors continue to evolve and increase, particularly given the events of the past year. In addition to perennial topics such as strategy, succession, financial reporting, compliance, and culture, boards are experiencing broader demands on their oversight from expanding stakeholder and shareholder considerations; continuing challenges of the ongoing global pandemic […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Board oversight, Boards of Directors, Corporate culture, Corporate purpose, Management
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Five Elements of Activist Stewardship: Insights from Two Letters
Engine No. 1 and Elliott Advisors each invested millions of dollars to do careful and in-depth analyses prior to launching their campaigns to improve the performance of ExxonMobil and GSK, respectively. While Engine No. 1’s campaign has been successfully concluded, Elliott’s is still in its fairly early stages. Nevertheless, some insights can be gained by […]
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Posted in Academic Research, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Climate change, Engine No. 1, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Proxy contests, Shareholder activism, Shareholder voting, Sustainability
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The Small, Young Company Board
Small companies, big challenges Small, growing companies can be faced with numerous challenges in addition to those noted. These challenges may include: Thin trading volume Limited or no interest on the part of equity research analysts The absence, or the immaturity and/or lack of sophistication, of internal controls, disclosure controls, and other processes for timely, […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board dynamics, Board oversight, Board performance, Boards of Directors, Small firms
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Weekly Roundup: July 23-29, 2021
EESG Activism After ExxonMobil Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, July 23, 2021 Tags: Boards of Directors, Climate change, Engine No. 1, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability Corporate Governance in the Face of an Activist Investor Posted by Jonathan R. Macey (Yale), on Friday, July 23, 2021 Tags: Boards of […]
Click here to read the complete postRemarks by Chair Gensler Before the Principles for Responsible Investment “Climate and Global Financial Markets” Webinar
Thank you, Fiona, for the kind introduction. It’s good to be here with the Principles for Responsible Investment. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of the Commission or the SEC’s staff. So what does the SEC have to do with climate? Before we […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, SEC, Securities regulation, Sustainability
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