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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Top 5 SEC Enforcement Developments
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary sources. The past month has been another busy one for both SEC enforcement and regulation, including record-breaking penalties and the first Reg BI […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting irregularities, Clawbacks, External auditors, Financial technology, Regulation BI, Robo-advisers, SEC, SEC enforcement, Securities enforcement, Whistleblowers
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H1 2022 Review of Shareholder Activism
Observations on Global Activism Environment H1 2022 Activity Slows vs. Q1 but Remains Robust Despite a challenging investing environment in 2022, activity remains elevated—Q2 was the second most active quarter in the past five quarters Global campaign activity for Q2 (53 campaigns) down 27% vs. Q1, in line with Q1/Q2 pattern of recent years Regionally, […]
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Posted in Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, International governance, Mergers & acquisitions, Proxy contests, Shareholder activism
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Delaware M&A Developments
In Totta v. CCSB Financial Corp., the Delaware Court of Chancery, in an opinion by Chancellor McCormick, held that a charter provision that gave the board “conclusive and binding” authority to construe the charter’s terms did not alter the standard of review applicable to fiduciary duty claims related to those board decisions. The applicable charter […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, Merger litigation, Mergers & acquisitions, Tesla
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The Complex, Contentious, and Changing Nature of Financial Reporting Standards
In The Long and Winding Road to Financial Reporting Standards we reviewed the history of how accounting standards came to exist in the U.S. as Generally Accepted Accounting Principles (U.S. GAAP) issued by the Financial Accounting Standards Board (FASB) and international Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). We showed […]
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Posted in Academic Research, Accounting & Disclosure, ESG
Tagged Accounting, Accounting standards, ESG, FASB, Financial reporting, GAAP, IASB, Sustainability
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C-Suite View of Volatility, War, Risks, and Growth for Global Business
Energy, inflation, cyber risk, and recession are immediate CEO concerns. For long-term growth, the emphasis is on technology, automation, and upskilling existing workforces. The War as Change Accelerator The Russian invasion of Ukraine is proving to be the ultimate “grey swan” event—an event whose possible occurrence may be predicted but whose probability is considered small—creating […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Cybersecurity, Decision-making, Human capital, International governance, Management, Russia, Supply chain, Ukraine
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Global M&A Industry Trends: 2022 Mid-Year Update
What a difference six months makes. At the start of 2022, dealmakers were riding high from the best year on record for global M&A, with more than 60,000 publicly disclosed deals breaking US$5tn in value for the first time. We predicted that this year wasn’t likely to top 2021 in the face of growing headwinds—but […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Credit supply, Human capital, Inflation, International governance, Labor markets, Mergers & acquisitions, Private equity, SPACs
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Recent ESG Litigation and Regulatory Developments
Key Points In March 2022, the SEC released long-awaited proposed rules mandating ESG disclosures, controls implementation, risk management, corporate governance and financial reporting. Meanwhile, the agency continues to use its existing enforcement authority to bring actions related to ESG disclosures and statements. Driven by what appears to be increased focus on sustainability and ethical supply […]
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Posted in Boards of Directors, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged #MeToo, Boards of Directors, Diversity, ESG, Institutional Investors, SEC, SEC rulemaking, Securities litigation, Securities regulation, Sustainability
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The Proposed SEC Climate Disclosure Rule: A Comment from Norges Bank Investment Management
On 17 June 2022, Norges Bank Investment Management (NBIM) responded to the Securities and Exchange Commission (SEC)’s consultation on proposed rules to enhance and standardise climate-related disclosures for investors. NBIM is the investment management division of the Norwegian Central Bank and is responsible for investing the Norwegian Government Pension Fund Global. We work to safeguard […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, SEC Comment letters
Tagged Climate change, Disclosure, Engagement, ESG, Institutional Investors, International governance, Long-Term value, Sovereign Wealth Funds, Stewardship, Sustainability, Transparency
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The Proposed SEC Climate Disclosure Rule: A Comment from Bernard Sharfman and James Copland
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by James R. Copland and Bernard S. Sharfman. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. We respectfully submit this letter as a means to bring to the Commission’s […]
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