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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
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- Arthur B. Crozier Christine Davine
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
ESG, Stakeholder Governance, and the Duty of the Corporation
Recently, there has been much confusion and misinformation about (1) environmental, social, and governance (ESG) considerations, (2) the ways in which companies, boards, asset managers, investment funds, and other market participants can, do, and should factor such considerations into their decision-making processes, and (3) the need for companies to consider, balance, advance, and appropriately protect […]
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Posted in ESG, Practitioner Publications
Tagged Corporate purpose, ESG, Shareholder value, Stakeholders, Stewardship, Sustainability
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Risk Management and the Board of Directors
1. INTRODUCTION Overview As companies seek to navigate a multi-stakeholder global landscape and the world continues to adjust to the impacts of Covid-19, significant new risks have emerged that are reshaping the near-term business and risk landscape. These new risks—and the intensification of longstanding risks—are pressure-testing the agility and resilience of corporate strategies, risk management […]
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Posted in Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Delaware law, ESG, Institutional Investors, Risk management, SEC, Shareholder activism, Shareholder voting
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Weekly Roundup: September 9-15, 2022
Speech by Chair Gensler on Kennedy and Crypto Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, September 9, 2022 Tags: Bitcoin, Cryptocurrency, Financial regulation, Financial technology, Howey test, SEC, Securities regulation, Stablecoins Proposed Additional Amendments to Form PF Posted by Jessica Forbes, Philip Heimowitz, and Mark Highman, Fried, Frank, Harris, Shriver & […]
Click here to read the complete postSpeech by Chair Gensler on Kennedy and Crypto
Thank you. It is good to be back with SEC Speaks. I’d like to thank the Practising Law Institute for working with our agency on this program, and my colleagues Gurbir Grewal and William Birdthistle for co-chairing this event. As is customary, I’d like to note my views are my own, and I’m not speaking […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bitcoin, Cryptocurrency, Financial regulation, Financial technology, Howey test, SEC, Securities regulation, Stablecoins
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Weekly Roundup: September 2-8, 2022
Dealing with Activist Hedge Funds and Other Activist Investors Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 2, 2022 Tags: Boards of Directors, Hedge funds, Proxy contests, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots Separating Ownership and Information Posted by Paul Voss (Central European University) and Marius Kulms […]
Click here to read the complete postWeekly Roundup: August 26-September 1, 2022
Statement by Commissioner Uyeda on Final Rule Regarding Pay Versus Performance Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Friday, August 26, 2022 Tags: Dodd-Frank Act, Executive Compensation, Incentives, Pay for performance, Performance measures, SEC, SEC rulemaking, Securities regulation Statement by Chair Gensler on Final Rule Regarding Pay Versus Performance Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, August […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Turning Down the Heat on the ESG Debate: Separating Material Risk Disclosures from Salient Political Issues
With political battle lines drawn over environmental, social and governance (ESG) disclosures, it is fair to ask whether the sustainability movement is itself sustainable. As a registered Republican (Crowley) and a registered Democrat (Eccles), we do hope that it proves to be sustainable because we see this movement as fundamental to how the capital markets […]
Click here to read the complete postSEC Bulletin on Conflicts of Interest for Broker-Dealers and Investment Advisers
On August 3, 2022, the U.S. Securities and Exchange Commission (SEC) published a Staff Bulletin providing guidance regarding conflicts of interest under broker-dealer Regulation Best Interest (Reg BI) and investment adviser fiduciary duty standards. The Bulletin, entitled “Standards of Conduct for Broker-Dealers and Investment Adviser Conflicts of Interest,” signals the Staff’s continued focus on conduct […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Investment advisers, Regulation BI, SEC, Securities enforcement, Securities regulation
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California State Court Applies Discovery Stay in Securities Act Claim
A recent decision, if widely adopted, could spare companies from unnecessary discovery costs in claims that may not survive a threshold pleadings challenge. Key Points: State courts across the country have reached conflicting conclusions on whether the Private Securities Litigation Reform Act’s (PSLRA) automatic stay of discovery pending a ruling on a complaint’s legal sufficiency […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Discovery, Liability standards, Private equity, PSLRA, Securities litigation, Settlements, Supreme Court
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Enhanced ESG Disclosures for Investment Funds and Advisers: A Comment from BlackRock
This post is based on a comment letter submitted to the SEC regarding the proposed rules on ESG disclosures for investment funds and advisers by BlackRock. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. BlackRock, Inc. (together with its subsidiaries, “BlackRock”) respectfully submits the following response to the […]
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