Harvard Law School Program on Corporate Governance (@HarvardCorpGov) / Twitter

Posted: The Coming Wave of “Natural Capital” and Biodiversity Shareholder Activism and Stewardship Pressure on Boards, corpgov.law.harvard.edu/2022/12/17/the #corpgov #WachtellLipton #BoardsOfDirectors

corpgov.law.harvard.edu

The Coming Wave of “Natural Capital” and Biodiversity Shareholder Activism and Stewardship Pressure...

As anticipated in our February 2021 memo, the terms “natural capital,” “biodiversity,” “nature loss,” “ecosystem restoration” and the like have increasingly entered the investor and corporate...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 18

Posted: Investment Management Regulatory Update, corpgov.law.harvard.edu/2022/12/18/inv

@DavisPolk

#corpgov #SEC

corpgov.law.harvard.edu

Investment Management Regulatory Update

Rules and Regulations SEC proposes amendments to liquidity risk management and required swing pricing for certain funds The SEC’s newly proposed amendments would require updates to certain registered...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 16

Posted: Weekly Roundup: December 9-15, 2022 corpgov.law.harvard.edu/2022/12/16/wee #corpgov #WeeklyRoundup

corpgov.law.harvard.edu

Weekly Roundup: December 9-15, 2022

Remarks by Commissioner Peirce at the American Enterprise Institute Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, December 9, 2022 Tags: Form 10-K, Form S-1, GHG...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 16

Posted: Statement by Chair Gensler on PCAOB’s Determinations Regarding Public Accounting Firms in China, corpgov.law.harvard.edu/2022/12/16/sta

@SECGov

#corpgov #China

corpgov.law.harvard.edu

Statement by Chair Gensler on PCAOB’s Determinations Regarding Public Accounting Firms in China

Today, the Public Company Accounting Oversight Board (PCAOB) announced that it was able, in 2022, to inspect and investigate completely issuer audit engagements of PCAOB-registered public accounting...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 16

Posted: Corporate Governance Evolves Amid Increasing Sustainability Awareness, corpgov.law.harvard.edu/2022/12/16/cor

@issgovernance

#corpgov #ISS_ESG

corpgov.law.harvard.edu

Corporate Governance Evolves Amid Increasing Sustainability Awareness

Below is an excerpt from the ISS thought leadership paper: Corporate Governance Evolves Amid Increasing Sustainability Awareness. The full paper is available for download from the Institutional...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 15

Posted: Statement by Commissioner Uyeda on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements, corpgov.law.harvard.edu/2022/12/15/sta

@SECgov

#corpgov #SECenforcement #10b5-1

corpgov.law.harvard.edu

Statement by Commissioner Uyeda on Final Amendments to Rule 10b5-1 and Other Insider Trading...

Thank you, Chair Gensler. The Commission initially adopted rule 10b5-1 under the Securities Exchange Act of 1934 in the year 2000 and has not revised it since. In the past 22 years, thousands of...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 15

Posted: Statement by Commissioner Peirce on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements, corpgov.law.harvard.edu/2022/12/15/sta

@SECgov

#corpgov #SEC #Peirce

corpgov.law.harvard.edu

Statement by Commissioner Peirce on Final Amendments to Rule 10b5-1 and Other Insider Trading...

Thank you, Chair Gensler. While this rulemaking is more prescriptive and restrictive than I would have preferred, I support it for likely doing more good than bad. It should help insiders to trade...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 15

Posted: Statement by Chair Gensler on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements, corpgov.law.harvard.edu/2022/12/15/sta

@SECGov

#corpgov #Rule10b5-1

corpgov.law.harvard.edu

Statement by Chair Gensler on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements

Today, the Commission will consider whether to adopt amendments to Rule 10b5-1, as well as new required corporate disclosures related to executive officers’ and directors’ trading. I am pleased to...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 14

Posted: Executive Compensation Considerations in the 2023 Reporting Season, corpgov.law.harvard.edu/2022/12/14/exe

@SkaddenArps

#corpgov #ExecutiveCompensation

corpgov.law.harvard.edu

Executive Compensation Considerations in the 2023 Reporting Season

Prepare for New Pay-Versus Performance Disclosures On August 25, 2022, the SEC adopted final rules requiring public companies to disclose the relationship between the executive compensation actually...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 14

Posted: Roadmap for Inclusive Green Finance Implementation – Building Blocks to Implement IGF Initiatives and Policies, corpgov.law.harvard.edu/2022/12/14/roa

corpgov.law.harvard.edu

Roadmap for Inclusive Green Finance Implementation – Building Blocks to Implement IGF Initiatives...

Our “Roadmap for Inclusive Green Finance Implementation” presents a series of recommendations for financial regulators to promote inclusive sustainable growth by financial regulation. The report was...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 14

Posted: Determining Whether Your Corporate Compliance Program is “Good Enough”, corpgov.law.harvard.edu/2022/12/14/det

@AlixPartnersLLP

#corpgov #MonacoMemo

corpgov.law.harvard.edu

Determining Whether Your Corporate Compliance Program is “Good Enough”

I. Introduction Business leaders of companies operating outside of the financial services industry (“corporates”) are more frequently asking their legal and/or compliance departments a variation of...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 13

Posted: Big Three Power, and Why it Matters, corpgov.law.harvard.edu/2022/12/13/big

corpgov.law.harvard.edu

Big Three Power, and Why it Matters

In three recent articles – The Agency Problems of Institutional Investors (co-authored with Alma Cohen), Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy, and The...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 13

Posted: Risk oversight and the board: navigating the evolving terrain, corpgov.law.harvard.edu/2022/12/13/ris

@PwC

#corpgov #Risk&Board

corpgov.law.harvard.edu

Risk oversight and the board: navigating the evolving terrain

We’re living in an era of unforeseen events that give rise to risks, including geographic conflicts and a “black swan” event—something so unpredictable that it’s not on anyone’s radar—a global...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 13

Posted: Annual Meeting and Corporate Governance Trends in 2023, corpgov.law.harvard.edu/2022/12/13/ann

@SkaddenArps

#corpgov #CorporateGovernance

corpgov.law.harvard.edu

Annual Meeting and Corporate Governance Trends in 2023

Consider New DGCL Amendments Permitting Officer Exculpation Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to authorize exculpation of certain...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 12

Posted: How Companies Are — and Aren’t — Leading on Climate Policy, corpgov.law.harvard.edu/2022/12/12/how

@CeresNews

#corpgov #Climate

corpgov.law.harvard.edu

How Companies Are — and Aren’t — Leading on Climate Policy

Introduction In July 2021, Ceres issued a groundbreaking report to assess climate policy lobbying among America’s largest companies. The Practicing Responsible Policy Engagement report found that,...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 12

Posted: Preparing your 2022 Form 20-F, corpgov.law.harvard.edu/2022/12/12/pre

@DavisPolk

#corpgov #Form20-F

corpgov.law.harvard.edu

Preparing your 2022 Form 20-F

This client update highlights some considerations for the preparation of your 2022 annual report on Form 20-F. As in previous years, we discuss both disclosure developments and continued areas of...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 12

Posted: Abandoned and Split But Never Reversed: Borak and Federal Court Derivative Litigation, corpgov.law.harvard.edu/2022/12/12/aba

corpgov.law.harvard.edu

Abandoned and Split But Never Reversed: Borak and Federal Court Derivative Litigation

J.I. Case Company v. Borak is perhaps unique in contemporary Supreme Court jurisprudence. Although the Court has “abandoned” the 1964 precedent, Borak has never been formally reversed, and it...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 11

Posted: EU Corporate Sustainability Reporting Directive – disclosure obligations for EU and non-EU companies, corpgov.law.harvard.edu/2022/12/11/eu-

@Mayer_Brown

#corpgov #EU

corpgov.law.harvard.edu

EU Corporate Sustainability Reporting Directive – disclosure obligations for EU and non-EU companies

On 10 November 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD“). The EU Council is expected to adopt the CSRD on 28 November 2022, after which it will be...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 10

Posted: Silicon Valley and S&P 100: A Comparison of 2022 Proxy Season Results, corpgov.law.harvard.edu/2022/12/10/sil

@FenwickWest

#corpgov #ProxySeason

corpgov.law.harvard.edu

Silicon Valley and S&P 100: A Comparison of 2022 Proxy Season Results

In the 2022 proxy season, 143 of the of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the companies in Standard &...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 9

Posted: Weekly Roundup: December 2-8, 2022 corpgov.law.harvard.edu/2022/12/09/wee #corpgov #WeeklyRoundup

corpgov.law.harvard.edu

Weekly Roundup: December 2-8, 2022

SEC Adopts Amendments to Modernize Fund Shareholder Reports and Disclosures Posted by Whitney A. Chatterjee, Donald R. Crawshaw, William G. Farrar, Sullivan & Cromwell LLP, on Friday, December 2,...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 9

Posted: Remarks by Commissioner Peirce at the American Enterprise Institute, corpgov.law.harvard.edu/2022/12/09/rem

@SECgov

#corpgov #SECRemarks

corpgov.law.harvard.edu

Remarks by Commissioner Peirce at the American Enterprise Institute

Thank you, Ben [Zycher], and thanks to the American Enterprise Institute for the opportunity to be part of today’s event. Before I begin, I must remind you that my views are my own and not necessar...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 9

Posted: SEC Finalizes Proxy Vote Reporting Changes: New Form N-PX, corpgov.law.harvard.edu/2022/12/09/sec

@GlassLewis

#corpgov #SEC

corpgov.law.harvard.edu

SEC Finalizes Proxy Vote Reporting Changes: New Form N-PX

The Securities and Exchange Commission recently made the most significant changes to U.S. proxy vote reporting in the past 20 years. On November 2, 2022, a divided SEC adopted rules requiring Form...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 9

Posted: PBCs and the Pursuit of Corporate Good, corpgov.law.harvard.edu/2022/12/09/pbc

@ShearmanLaw

#corpgov #PBC

corpgov.law.harvard.edu

PBCs and the Pursuit of Corporate Good

WHAT IS A PBC? There exists a longstanding notion, often cited by corporate executives and directors, that a corporation’s primary purpose is to maximize stockholder value. In 2013, Delaware adopted...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 8

Posted: Human Rights-Related Shareholder Proposals in the 2022 U.S. Proxy Season, corpgov.law.harvard.edu/2022/12/08/hum

@issgovernance

#corpgov #HumanRights

corpgov.law.harvard.edu

The topic of human rights is of major concern among many stakeholder groups, spanning the public, private, and social sectors (e.g., companies, investors, consumers, NGOs, governments, intergovernm...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 8

Posted: How Peter Drucker Revolutionized Canada’s Public Sector Pension System: Lessons for Americans, corpgov.law.harvard.edu/2022/12/08/how

@rotmanschool

#corpgov #Pension

corpgov.law.harvard.edu

How Peter Drucker Revolutionized Canada’s Public Sector Pension System: Lessons for Americans

“They own assets all over the world, including property in Manhattan, utilities in Chile, international airports, and the high-speed railway connecting London to the Channel tunnel. They have taken...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 8

Posted: SEC Division of Enforcement Annual Report Highlights Record-Breaking Recoveries, corpgov.law.harvard.edu/2022/12/08/sec

@SidleyLaw

#corpgov #SEC

corpgov.law.harvard.edu

SEC Division of Enforcement Annual Report Highlights Record-Breaking Recoveries

On November 15, 2022, the U.S. Securities and Exchange Commission (SEC) released its enforcement results for the 2022 fiscal year (October 1, 2021 – September 30, 2022). The SEC reported that it...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 7

Posted: Universal Proxy, Increased Activism and Director Vulnerability, corpgov.law.harvard.edu/2022/12/07/uni

@RRAonLeadership

#corpgov #UniversalProxy

corpgov.law.harvard.edu

Universal Proxy, Increased Activism and Director Vulnerability

Each fall, Russell Reynolds Associates conducts dozens of meetings with investors, activists, and governance lawyers and professionals, focusing on governance trends. In our most recent meetings, we...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 7

Posted: Mutual Fund Performance at Long Horizons, corpgov.law.harvard.edu/2022/12/07/mut

corpgov.law.harvard.edu

Mutual Fund Performance at Long Horizons

Most research that considers investor outcomes reports on unconditional or conditional (as in “alpha” estimates) arithmetic means of returns that are measured over relatively short horizons, most...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 7

Posted: Corporate Governance & Executive Compensation Survey, corpgov.law.harvard.edu/2022/12/07/cor

@ShearmanLaw

#corpgov #Compensation #ESG

corpgov.law.harvard.edu

Corporate Governance & Executive Compensation Survey

The Survey consists of a review of key governance characteristics of the Top 100 Companies, including a review of key ESG matters. Board Size and Leadership The average size of the board of the Top...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 6

Posted: Glass Lewis 2023 Policies Guidelines – United States, corpgov.law.harvard.edu/2022/12/06/gla

@CGIGlassLewis

#corpgov #PoliciesGuidelines

corpgov.law.harvard.edu

Glass Lewis 2023 Policies Guidelines – United States

Guidelines Introduction Summary of Changes for 2023 Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This year we’ve made noteworthy revisions...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 6

Posted: Why Cryptoassets Are Not Securities, corpgov.law.harvard.edu/2022/12/06/why

@lightspark

#corpgov #FTX

corpgov.law.harvard.edu

Why Cryptoassets Are Not Securities

FTX’s collapse reiterates the need for comprehensive U.S. regulation of crypto markets. This regulation must have a solid legal foundation, a key pillar of which is a workable framework to distingu...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 6

Posted: Enforcement Authorities Urge Integration of Corporate Compliance Programs in 2023, corpgov.law.harvard.edu/2022/12/06/enf

@SkaddenArps

#corpgov #CompliancePrograms

corpgov.law.harvard.edu

Enforcement Authorities Urge Integration of Corporate Compliance Programs in 2023

The fundamental components of effective corporate compliance programs have not changed significantly in recent years. However, United States enforcement authorities are trying to reinvigorate...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 5

Posted: Cybersecurity Disclosures What Progress has been made?, corpgov.law.harvard.edu/2022/12/05/cyb

@issgovernance

#corpgov #Cybersecurity

corpgov.law.harvard.edu

Cybersecurity Disclosures What Progress has been made?

Disclosures on cybersecurity practices for the S&P 500 and the remainder of the Russell 3000 are inching forwards in the face of increased expectations to be introduced by the Securities and Exchange...

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Harvard Law School Program on Corporate Governance

@HarvardCorpGov

Dec 5

Posted: The Flaw in Anti-ESG Logic: Financial Interests of Companies Like Meta Don’t Always Align with Those of Its Shareholders, corpgov.law.harvard.edu/2022/12/05/the

@universal_owner

@Rick__Alexander

#corpgov #ESG #Meta

corpgov.law.harvard.edu

The Flaw in Anti-ESG Logic: Financial Interests of Companies Like Meta Don’t Always Align with...

In the last few months, there has been an organized effort to falsely argue that companies and institutional investors are inappropriately prioritizing social and environmental responsibility over...

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