Harvard Corporate Governance

MAY 28, 2023

For the new event-based reporting requirements, the effective/compliance date is six months after the date of publication in the Federal Register. Currently, reports on Form PF for private equity fund advisers (usually including real estate and private credit within this category) are filed annually. [2]

Equity 229

Equity Compliance 229

Harvard Corporate Governance

JULY 27, 2022

Recent financial market events have splashed onto the front pages of newspapers the often-overlooked plumbing found in those markets: the clearinghouses that handle trillions of dollars’ worth of securities and derivatives trades. This post is based on his recent article , published in the Ohio State Law Journal.

Marketability 249

Marketability 249

Harvard Corporate Governance

APRIL 12, 2022

Material Adverse Event Provisions. The concept of force majeure excuses a contractual party from performing under the contract when there is an occurrence of an unexpected event beyond the control of the party, and the event prevents that party, either temporarily or permanently, from performing. Frustration of Purpose Doctrine.

Marketability 213

Marketability 213

Harvard Corporate Governance

FEBRUARY 4, 2023

In recent years a variety of market disrupting events have underscored the importance of active ownership and the analysis of material environmental, social and governance (ESG) factors in fundamental credit research as well as investment decision-making. This post is based on their Neuberger Berman memorandum.

Marketability 338

Marketability 338

Harvard Corporate Governance

SEPTEMBER 28, 2023

In this article, we construct a novel measure for identifying short-squeeze events triggered by sharp price increases, i.e., a market squeeze. This measure is distinct from and complimentary to existing lender squeeze measures, i.e., measures that identify short squeezes based on borrowed shares that are recalled by the lender.

Marketability 229

Marketability Finance Equity 229

Harvard Corporate Governance

JULY 29, 2022

Huge forces are redefining the role in real time: unforeseen events, such as the pandemic and geopolitical disruption, adding to the inexorable challenges of digital transformation, climate change, heightened regulation, and investor scrutiny. more…).

Technology 250

Technology 250

Harvard Corporate Governance

SEPTEMBER 16, 2024

We are undertaking an event study of the SEC’s Names Rule Amendment to observe the relationship, if any, between the SEC regulations and the cooling ESG market. After years of ESG (and its alter-ego anti-ESG) being a part of the cultural zeitgeist, the trend has reversed. In the first half of 2024, the U.S.

Marketability 252

Marketability 252

Harvard Corporate Governance

NOVEMBER 16, 2022

In more recent years, an era in which low-probability, high-impact events have become more common, supply chains built around this formula have seen their share of challenges. Further events, such as war in Ukraine, and increasing awareness of the concentration of critical commodities in a few geographies have accelerated the discussions.

Technology 229

Technology 229

Harvard Corporate Governance

JANUARY 18, 2024

A poison put covenant grants bondholders the right to demand immediate repayment of the bond in a change-of-control event. Corporate bonds with a poison put covenant, which we refer to as “poison bonds”, first appeared during the hostile takeover wave in the 1980s.

Finance 289

Finance Marketability 289

Harvard Corporate Governance

NOVEMBER 19, 2022

This Alert summarizes new Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) as adopted and released by the Securities and Exchange Commission (the “SEC”) on October 26, 2022, requiring the recovery of erroneously awarded incentive-based compensation in the event that an issuer is required to prepare an accounting restatement.

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246

BVR

JUNE 14, 2022

Check out this preview of a few of the events taking place at the 2022 AAML/BVR National Divorce conference, in sunny Las Vegas!

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186

Harvard Corporate Governance

OCTOBER 24, 2023

We are pleased that the new rule amendments set forth more reasonable filing deadlines than those initially proposed by the SEC in February 2022 and do not codify certain rules governing group activity or when to deem certain holders of cash-settled derivative securities as beneficial owners of the reference security, as originally proposed.

Equity 222

Equity 222

BVR

JULY 29, 2022

As the 2022 AAML/BVR National Divorce Conference gets closer and our speakers rev up to present their amazing slate of topics, we thought we’d share a few more of the upcoming topics of discussion to whet your appetite for the can’t-miss event.

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188

Harvard Corporate Governance

NOVEMBER 10, 2022

As a material risk affecting companies, boards are increasingly held accountable for ensuring the executive team is taking appropriate steps to mitigate the risk of a cybersecurity attack, and also ensuring the organisation responds appropriately in the event of an incident.

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311

Harvard Corporate Governance

JULY 28, 2024

In October 2022, the SEC adopted final clawback rules mandated by the Dodd-Frank Act, which required companies listed on the NYSE and Nasdaq to adopt a clawback policy to recover excess incentive compensation from current and former executive officers in the event of a financial restatement. more…)

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162

Harvard Corporate Governance

JULY 16, 2024

Its occurrence is often attributed to recent events, from information technology and globalization to population aging and shifts in antitrust enforcement. A common presumption is that rising concentration of economic activities in the largest American companies is a new and unusual phenomenon.

Finance 214

Finance Technology 214

Harvard Corporate Governance

MARCH 26, 2024

Ira died at aged 97 on March 13, having devoted his eventful life to guiding corporate directors, CEOs, regulators, lawmakers, and institutional investors toward paths of integrity and accountability. His impact was vast.

Marketability 230

Marketability 230

Harvard Corporate Governance

SEPTEMBER 30, 2023

Tightening monetary policies, deepening geopolitical tensions, widening domestic political polarization, labor shortages, severe weather events, growing challenges tied to biodiversity loss, and the uncertainties surrounding generative AI are among the varied risks that companies have had to contend with over the past year.

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261

Harvard Corporate Governance

JANUARY 4, 2023

First, announcements of M&A transactions are important events that are closely followed by market participants as they reveal new information about the value of merging firms (e.g., The motivation for our analysis takes roots in two well-known observations. the expected synergies), but also about their respective industries.

Marketability 232

Marketability Finance 232

Harvard Corporate Governance

APRIL 30, 2023

Trust breaks down more often than executives think Trust can take years to build and yet can be damaged in an instant — and such events are far more common than business leaders may think. About half of consumers (50%) and employees (54%) report experiencing a trust-damaging event.

Start-ups 200

Start-ups Compliance Technology 200

Harvard Corporate Governance

MARCH 11, 2023

New varietals of these and other ESG-focused laws [1] are becoming regular events. States have stepped up their lawmaking, defining the future of the ESG-related regulatory environment with widely divergent approaches. These measures focus primarily on the investment of state-level public retirement system assets.

Banking 274

Banking Marketability 274

Harvard Corporate Governance

SEPTEMBER 7, 2023

In part, these responses reflect at least two cognitive biases: hindsight bias, the tendency to believe that a past event was predictable or inevitable; and ultimate attribution error, in this context, the tendency to assign responsibility for a failure to individuals, as bad actors, rather than to external factors.

Banking 238

Banking 238

Harvard Corporate Governance

MARCH 9, 2024

The company’s Chair was chastened : “we hear the message this strong vote sends, particularly in response to broader frustration with past events, and it galvanises our efforts to restore your confidence.” ” (more…)

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226

Harvard Corporate Governance

FEBRUARY 1, 2023

The VC investors held preferred stock that provided for a “liquidation preference” in the event of a company sale. Plaintiffs, who held common stock of the company, alleged that board members affiliated with the company’s VC investors were conflicted in approving the transaction.

Start-ups 235

Start-ups Finance 235

BVR

JANUARY 12, 2024

The year 2023 was defined by unexpected economic events, new valuation conferences, and more. To kick off a new year, BVR has just released the Business Valuation Update Yearbook, 2024 edition, with 404 pages of the biggest events in valuation from the last year.

Business Valuation 113

Business Valuation 113

Harvard Corporate Governance

APRIL 20, 2022

Events like these are a stark reminder of just how much work we must do to build a better, more resilient planet for all. (discussed on the Forum here ); and Stakeholder Capitalism in the Time of COVID , by Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita (discussed on the Forum here ).

Marketability 269

Marketability 269

Harvard Corporate Governance

MAY 10, 2022

In a statement of support, SEC Chair Gary Gensler said that the Proposal responds to demand from investors and companies given the increased push for information on the risks climate change-related events pose to businesses.

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245

Harvard Corporate Governance

DECEMBER 9, 2022

Thank you, Ben [Zycher], and thanks to the American Enterprise Institute for the opportunity to be part of today’s event. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

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222

Harvard Corporate Governance

FEBRUARY 24, 2023

This topic came into focus in 2019, when the Business Roundtable published its “Statement on the Purpose of the Corporation,” [2] leading to discussions, some of them intense and continuing to date, as to whether corporations owe duties to groups other than shareholders, such as employees, customers, suppliers, and the communities in which they operate. (..)

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239

Harvard Corporate Governance

JUNE 8, 2022

Eliminate non-board meeting communications with them unless there’s a crisis or unexpected event. The Fix: Hold your executives accountable for decisions about operations and spending. And then only do so during a called board meeting. more…).

Marketability 229

Marketability 229

Harvard Corporate Governance

SEPTEMBER 18, 2022

Surveyed organizations also recognized a “need for real change in how organizations govern business continuity and crisis management” in light of growing pressures from stakeholders for more disclosure about risks and heightened demands on management and boards to enhance effective risk management and preparedness for unexpected risk events.

Technology 260

Technology Marketability 260

Harvard Corporate Governance

MAY 31, 2022

The SEC’s approach to the Vale litigation provides a roadmap for public companies to consider how ESG-related disclosures and statements will be scrutinized when the company is impacted by adverse events that are ESG-related.

258

258

Harvard Corporate Governance

APRIL 13, 2022

Risk, by its definition, often involves events that have not yet occurred. The first disclosures revolved around companies’ financial performance, who runs the company, and how much of a company’s resources were dedicated to paying those executives. In addition to such historical information, though, investors want to assess potential risks.

214

214

Harvard Corporate Governance

APRIL 21, 2022

In addition, recent events have heightened the emphasis on effective and adaptive crisis management and shone a light on the role of all market participants in combatting social and racial inequality.

Technology 235

Technology Marketability 235

Harvard Corporate Governance

SEPTEMBER 9, 2022

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. It is good to be back with SEC Speaks. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of the Commission or SEC staff.

Marketability 223

Marketability Technology 223

Harvard Corporate Governance

AUGUST 5, 2022

One of Dodd-Frank’s key executive compensation provisions requires that all listed companies adopt and disclose a policy for the recoupment of incentive compensation, from its current and former executive officers, in the event a company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement (..)

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254

Harvard Corporate Governance

FEBRUARY 17, 2023

What is new is the increasing frequency of adverse events that disrupt supply chains, combined with the scope of risk that exists—often undetected—in increasingly dispersed supply chain ecosystems that are often highly interconnected and interdependent. Or is it the entity doing business with end users who are left empty handed?

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223