Harvard Corporate Governance

DECEMBER 5, 2022

To determine progress, ISS Corporate Solutions assessed data on the Governance Quality Scores (GQS) of companies against a series of 11 cyber security GQS questions, including: “How often does senior leadership brief the board on information security matters?” senior leadership briefing boards on information security, only a minimal increase.

244

244

Harvard Corporate Governance

AUGUST 27, 2024

Posted by Michael Bergmann, Michael Mencher, and Luci Altman, Cooley LLP, on Tuesday, August 27, 2024 Editor's Note: Michael Bergmann is a Partner and Michael Mencher and Luci Altman are Special Counsels at Cooley LLP. This post is based on a Cooley memorandum by Mr. Bergmann, Mr. Mencher, Ms.

Equity 124

Equity 124

Harvard Corporate Governance

OCTOBER 2, 2022

In our latest analysis of cyber‑related disclosures in the proxy statements and Form 10-K filings of Fortune 100 companies, we found more companies providing information about how they are rising to the challenges. Yet in some areas, the gaps in information are nearly universal. more…).

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361

Harvard Corporate Governance

FEBRUARY 3, 2024

The Factbook contains more than 100 tables and figures with updated comparative information across 49 different jurisdictions. The information, which is provided and vetted with national authorities, covers issues as diverse as ownership structures, regulatory oversight, board duties, shareholder rights and sustainability disclosure.

Marketability 297

Marketability 297

Harvard Corporate Governance

SEPTEMBER 23, 2023

Key Points The EU’s comprehensive new ESG disclosure requirements will force many multinationals with operations in Europe to decide how much information to disclose where, and to take measures to ensure their disclosures are consistent. The granular information required by the EU could feed litigation in the U.S. With a new U.K.

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Harvard Corporate Governance

JUNE 29, 2022

We ask that the Commission develop rules to require public companies to disclose sufficient information to allow investors to assess the extent to which firms invest in their workforce. Here, we focus on key elements of that information that we all agree are important. Our post proceeds in three parts.

Corporate Finance 323

Corporate Finance Banking Finance Marketability 323

Harvard Corporate Governance

APRIL 3, 2022

The rules would also require foreign issuers to disclose information about material cybersecurity incidents on Forms 6-K and 20-F. whether the company “has remediated or is currently remediating the incident.”. whether the company “has remediated or is currently remediating the incident.”. more…).

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Harvard Corporate Governance

APRIL 15, 2024

For more information, see our recent Cooley client alert , webinar and resource page.) The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024.

Compliance 278

Compliance 278

Harvard Corporate Governance

APRIL 22, 2022

Under the current US securities laws, when a company raises capital by selling securities to outside investors, the company must disclose material information it possesses to the prospective investors. To what extent do such a liability regime induce the company to disclose all material information to the investors?

Equity Financing 256

Equity Financing Equity Finance 256

Harvard Corporate Governance

MAY 4, 2022

E/S information can travel three pathways to affect investors and a fourth to affect other stakeholders: E/S Information that impacts future cash flows from the company to investors and thus the value of the enterprise (“ESG integration” or just “ESG”).

Beta 278

Beta Marketability 278

Harvard Corporate Governance

MAY 3, 2022

There is no compelling justification for the SEC to break from this responsibility and single out for concealment and opacity information from defendants who settle with the SEC.

Marketability 279

Marketability 279

Harvard Corporate Governance

APRIL 4, 2022

Open Finance seeks to harness the potential of new platform technology to enhance customer data access, sharing, portability, and interoperability—thereby leveling the informational playing field and fostering greater competition between incumbent financial institutions and a new breed of fintech disruptors.

Finance 274

Finance Technology Banking 274

Harvard Corporate Governance

APRIL 23, 2024

Altdata generally is understood to include information about an organization that is available outside of traditional financial and regulatory reporting channels, press releases, or other authorized materials. What is alternative data? more…)

Marketability 231

Marketability 231

Harvard Corporate Governance

JANUARY 4, 2023

Summary of the findings: We study whether M&A activity improves the informational efficiency of financial markets – i.e., the ability of asset prices to reflect accurately fundamentals. To the extent that corporate insiders are better informed about fundamentals than investors (i.e., more…).

Marketability 232

Marketability Finance 232

Harvard Corporate Governance

FEBRUARY 14, 2023

This controversy raises a natural question: is ESG investing only about aligning investments with nonpecuniary beliefs or is ESG investing spotlighting oft ignored, but financially material, information? The primary contribution of our work is to investigate more broadly—focusing on the materiality of the information underlying ESG ratings.

Finance 256

Finance Equity Marketability 256

Harvard Corporate Governance

OCTOBER 8, 2022

2] As adopted, the rule generally requires disclosure of five years of pay versus performance data in proxy and information statements in which executive compensation information is required to be included pursuant to Item 402 of SEC Regulation S-K.

Compliance 257

Compliance 257

Harvard Corporate Governance

JULY 22, 2022

1] Thus, the board’s fiduciary duties require that it exercise oversight—within its informed, good faith discretion—of the company’s strategy and “mission-critical” risks in pursuit of long-term value, including by implementing and monitoring an effective compliance program and related system of controls. [2]. more…).

Compliance 275

Compliance Equity 275

Harvard Corporate Governance

DECEMBER 10, 2023

This sweeping new law imposes significant reporting obligations upon entities that are required to report beneficial ownership and registrant information to the U.S. On January 1, 2024, the Corporate Transparency Act (“CTA”) comes into effect. Treasury’s Financial Crimes Enforcement Network (“FinCEN”).

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235

Harvard Corporate Governance

MARCH 29, 2024

The dominant view that promotes enforcement actions against trading based on material, nonpublic information highlights their potential to reduce firms’ cost of capital and increase investment and welfare. Specifically, do illegally informed traders rationally internalize legal risks?

Finance 221

Finance Marketability 221

Harvard Corporate Governance

FEBRUARY 1, 2024

Public corporate disclosures are a critical communication tool for firms, informing stakeholders about practices and performance. While firm disclosures traditionally target investors, consumers may also use these resources to inform their purchase decisions. In our paper, “ How do Consumers Use Firm Disclosure?

Marketability 230

Marketability 230

Harvard Corporate Governance

JULY 7, 2022

The Investment Company Institute is writing to provide our views on the Securities and Exchange Commission’s proposal to require public companies to provide investors with consistent, comparable, and reliable information related to climate-related risks. trillion, serving more than 100 million investors. Executive Summary.

Marketability 246

Marketability 246

Harvard Corporate Governance

MARCH 21, 2023

Blaszczak (“Blaszczak II”), this time delivering a victory to defendants accused of insider trading based on non-public predecisional government information. [1] The information related to upcoming announcements by CMS adjusting the reimbursement rates for Medicare and Medicaid services. United States, 140 S.

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250

Harvard Corporate Governance

JULY 30, 2024

Introduction About twelve years ago, when we first wrote about the relevance of social and environmental information to corporate governance [1] , scholars and practitioners alike raised three main issues: Why is social-environmental information a relevant legal and accounting problem? [2] This post is based on their recent report.

Finance 278

Finance Compliance 278

Harvard Corporate Governance

NOVEMBER 10, 2022

For many companies, the Chief Information Security Officer (CISO) is the executive with accountability for cyber risk.

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311

Harvard Corporate Governance

NOVEMBER 3, 2022

Today, the Commission will consider whether to adopt final amendments to bring greater detail, consistency, and usability to the proxy voting information reported on Form N-PX. Form N-PX was first adopted in 2003 with a basic principle: that investors be informed of how funds voted shares held on their behalf.

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230

Harvard Corporate Governance

MAY 20, 2022

Earlier this year, the Department of Justice and the Federal Trade Commission launched a public inquiry to seek comments on new evidence of M&A’s effects on competition to inform potential revisions to the merger guidelines , including how to deal with common ownership. more…).

Marketability 337

Marketability Finance Equity 337

Harvard Corporate Governance

JULY 12, 2022

Second, we provide actionable insights on creating productive, informative ESG engagement (i.e., the specific data and information used to communicate ESG risks, activities and impacts). As a result, IR teams that are just beginning to make ESG a standard part of their process can use our findings in two ways. Disconnects and Demands.

Marketability 336

Marketability 336

Harvard Corporate Governance

JUNE 22, 2023

Securities and Exchange Commission (SEC) Rule 10b5-1 provides corporate insiders at public firms with an affirmative defense against allegations of trading on material non-public (inside) information when they buy or sell their firm’s shares. In the article titled, When and How Are Rule 10b5-1 Plans Used for Insider Stock Sales?

Finance 265

Finance 265

Harvard Corporate Governance

OCTOBER 11, 2023

According to the Commission, shortening the 13D window will mitigate information asymmetries between everyday investors, on the one hand, and 13D filers and “informed bystanders,” on the other hand. The Commission’s position ignores that disparities in information and perspective are central to the functioning of our markets. [2]

Marketability 207

Marketability 207

Harvard Corporate Governance

JULY 8, 2024

We consider it one of our responsibilities to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct impact on our clients’ long-term investment outcomes and financial well-being.

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Harvard Corporate Governance

JUNE 1, 2022

So, they need to exchange that information far enough ahead of a shareholder meeting to allow each to include all nominees. Second , the activist needs to inform shareholders about its nominees, which might seem obvious. This is new and unique to the UPC. The particulars of the UPC rule makes it a little tricky. more…).

246

246

Harvard Corporate Governance

MAY 10, 2022

In doing so, directors should look beyond the information they receive from management and actively inquire about processes employed and issues identified. This is not only best practice, but a fulfillment of director fiduciary duty, which includes the “duty of care,” or responsibility to adequately inform oneself prior to making decisions.

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334

Harvard Corporate Governance

AUGUST 13, 2024

Under the Program, whistleblowers who voluntarily provide the Criminal Division with original and truthful information about corporate misconduct that results in a criminal or civil forfeiture greater than $1 million are now eligible for a financial award. more…)

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229

Harvard Corporate Governance

MAY 10, 2022

Though some companies voluntarily report climate-related information, currently there are not any standardized requirements imposed by the SEC. At a high level, the approximately 500-page Proposal would require a public company to disclose the following information in registration statements and periodic reports: (more…).

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245

Harvard Corporate Governance

JULY 6, 2022

This simple change would give investors the information they need to make an informed decision about whether to retain the right to vote or not.

Marketability 244

Marketability 244

Harvard Corporate Governance

NOVEMBER 21, 2022

Given the demand for this information and the current lack of uniformity, regulators are considering reporting mandates to provide frameworks for disclosing ESG activities. We find that the relative amount of material information increased by 11% after the release of voluntary standards. Jones Graduate School of Business. Our Findings.

Start-ups 270

Start-ups Finance 270

Harvard Corporate Governance

MAY 4, 2023

Yet the Commission fails to identify any particular need for the additional information or provide a clear picture of how the information might further the Commission’s investor protection mission. Today, we are voting on the recommendation to finalize the first of two outstanding proposals to amend Form PF. 5] (more…)

Compliance 228

Compliance Equity 228