Harvard Law School Forum on Corporate Governance - Latest News and Information
Commissioner Mark T. Uyeda used the 250th anniversary of the Declaration of Independence to argue that the SEC’s role should center on preserving investor choice rather than imposing prescriptive mandates. He linked the founding principle of the "pursuit of happiness" to the right to start businesses, take investment risks, and accept outcomes. Uyeda cautioned that excessive regulation can undermine that liberty, urging the Commission to respect market participants’ autonomy. The remarks signal a philosophical shift toward lighter, principle‑based oversight in securities regulation.
Chairman Paul Atkins used the SEC Speaks forum to outline the Commission’s overarching regulatory philosophy and policy agenda. He emphasized a cohesive framework that links initiatives across divisions rather than isolated projects. Atkins highlighted the importance of transparency, market integrity, and...
The Harvard Law School Forum’s March 13‑19 roundup highlights a wave of governance developments, from SEC Chair Paul Atkins’ push for modernized disclosure rules to Delaware Supreme Court rulings affirming SB21 safe‑harbor provisions and ADR guidance for earnout disputes. Articles...
The Delaware Supreme Court in Fortis Advisors v. Stillfront held that an ADR clause labeling an accounting firm as an "Arbitrator" grants it broad authority to resolve all earnout‑related disputes, including legal and bad‑faith claims, not just calculation issues. The...
A federal judge in Illinois refused to dismiss the SEC’s off‑channel communications claim in SEC v. Arete Wealth Management, affirming that the books‑and‑records rule applies to text messages. The court rejected Arete’s arguments that Rule 17a‑4 is unconstitutionally vague and...
The White House issued a December 2025 executive order directing the SEC, FTC and DOL to review proxy‑advisor regulations and ERISA rules, prompting ISS and Glass Lewis to overhaul their ESG voting policies. Federal legislation is moving toward a “pecuniary‑only” fiduciary...
Shareholder activism in life sciences has surged, with more than 320 public campaigns launched since 2020, driven by pre‑revenue business models and binary valuation tied to clinical milestones. Activists target roughly 75% of biotech firms that are still pre‑revenue, pressuring...
The Harvard Law School Forum highlights that CEO tenure, not the CEO‑chair structure, drives long‑term value. Empirical data show CEOs who also serve as board chairs stay in office about three years longer, yet performance outcomes remain mixed across contexts....
The Delaware Court of Chancery held that the LLC’s Protection Provision did not fully eliminate fiduciary duties, allowing Calumet’s breach claim against manager Luke Darkow to survive. The court adopted the fiduciary‑exception view, treating the claim under tort law rather...
Commissioner Hester Peirce highlighted the rapid expansion of private secondary markets, which grew from $162 billion in 2024 to $240 billion in 2025. She warned that this liquidity surge may lessen companies’ incentives to pursue initial public offerings, potentially reshaping capital formation...
Chairman Paul Atkins highlighted the steep 40% drop in U.S. public companies and outlined a three‑pillar strategy to revive capital formation. He praised the bipartisan INVEST Act and the Empowering Main Street in America Act for introducing “test‑the‑waters” IPO pilots,...
On January 23 2026 the SEC’s CorpFin issued new Compliance and Disclosure Interpretations that broaden flexibility for M&A, proxy and tender‑offer rules without formal rulemaking. The revisions permit lock‑up agreements without meeting traditional prospectus conditions, allow privately placed shares to be registered...
On Jan. 23, the SEC’s CorpFin division issued new Compliance and Disclosure Interpretations that loosen proxy‑broker search timing, broaden lock‑up registration on Forms S‑4/F‑4, and add leeway for cross‑border tender offers. The staff also reversed its stance on voluntary Notices of...
The Council of Institutional Investors (CII) submitted a comment letter backing Nasdaq’s proposed rule that adds initial listing criteria for Chinese micro‑cap companies, including a $25 million minimum proceeds requirement. CII applauds the effort to curb abnormal trading in the smallest...
The Council of Institutional Investors (CII) submitted a comment letter supporting Nasdaq’s proposed rule that adds an initial listing requirement of at least $25 million in proceeds for companies primarily operating in China. While endorsing the rule’s aim to curb abnormal...
