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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
Litigation Risk and Debt Contracting: Evidence from a Natural Experiment
Nevada is second to Delaware in attracting out-of-state incorporations, with 8% of all public incorporations by firms in states outside the firms’ headquarters states. In June 2001, Nevada changed its state corporate law by substantially reducing the legal liability for breaching fiduciary duties (the legislative change, hereafter). Under the new Nevada corporate law, by default, […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Agency costs, Debt contracts, Director liability, Fiduciary duties, Liability standards, Nevada, Risk, Securities litigation, State law
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SEC Focuses Enforcement Efforts on SPAC Transactions
In one of the first major enforcement actions charging a special purpose acquisition company (“SPAC”), the SEC recently charged SPAC Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed merger target Momentus Inc., and Momentus’s founder and former CEO Mikhail Kokorich with misleading claims about Momentus’s technology and the national […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged IPOs, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities fraud, SPACs, Special purpose vehicles
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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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Comment on Climate Disclosure
The accountability processes of government and business are each ideal for optimizing different policy issues, and we get into trouble when we let one take on the role of the other. What has made the US capital markets the most robust and respected in the world is the combination of market- and government-based structures and […]
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