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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Buybacks: Look Before You Leap
As the global economy rebounds, companies are preparing to launch a record wave of buybacks. Buybacks have become a global phenomenon over the past 20 years, with many companies viewing them as an attractive alternative to dividends in returning capital to shareholders. They are flexible, recycle excess cash to the economy, and provide tax advantages […]
Click here to read the complete postConnecting the Dots: Breaking the ESG Code
Executive Summary In this post, we analyze how the language used in the capital markets is evolving as a result of trends in ESG investing. We suggest that traditional index investors can no longer be described as passive, due to their active engagement with corporates. Further, we analyze how activist engagements are beginning to hinge […]
Click here to read the complete postSEC Increasingly Turns Focus Toward Strength of Cyber Risk Disclosures
On June 11, 2021, the US Securities and Exchange Commission (“SEC” or “Commission”) announced that it would focus on cybersecurity disclosures made by public companies as part of its regulatory agenda. Given the SEC’s continued interest in cybersecurity issues, high-profile ransomware attacks and executive orders issued by President Biden, it is no surprise that the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Risk, Risk disclosure, Risk management, SEC, SEC rulemaking, Securities regulation
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Was the Exxon Fight a Bellwether?
Background The most groundbreaking development this proxy season was that Exxon Mobil, one of the largest corporations in the world, lost three board seats in a proxy fight with Engine No. 1, giving the dissident control of a quarter of the board. Engine No. 1 focuses on impact investing and recently announced it is starting […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Boards of Directors, Climate change, Engine No. 1, ESG, ExxonMobil, Index funds, Institutional Investors, Proxy advisors, Proxy contests, Shareholder activism, Vanguard
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Commenters Weigh in on SEC Climate Disclosures Request for Public Input
The SEC’s request for public input on climate disclosures attracted 297 institutional comments totaling 3,290 pages. The views range from questioning the SEC’s authority to imploring the SEC to mandate comprehensive, internationally aligned and assured disclosures in SEC filings. This post summarizes thirty comment letters we consider both important and representative of differing stakeholder views, […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Liability standards, SEC, SEC rulemaking, Securities regulation, Sustainability
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Corporate Governance in the Face of an Activist Investor
Among the most important issues in modern corporate governance of public companies is how such companies should respond to approaches made by activist investors. The recent responses by Duke Energy Corporation to overtures from activist investor Elliott Management are a case study in how not to deal with an activist investor. Duke Energy is underperforming […]
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Posted in Academic Research, Boards of Directors, Institutional Investors
Tagged Boards of Directors, Duke Energy, Engagement, Firm performance, Hedge funds, Institutional Investors, Management, Shareholder activism
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EESG Activism After ExxonMobil
The high-profile ExxonMobil shareholder vote in May sent shock waves through many of corporate America’s boardrooms. While there were various factors at play in the ExxonMobil scenario, the bottom line is this: A newly launched and virtually unknown hedge fund with a tiny stake in a massive global enterprise managed to leverage environmental and governance […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Engine No. 1, Environmental disclosure, ESG, ExxonMobil, Institutional Investors, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Weekly Roundup: July 16-22, 2021
Strengthening Internal Controls: What Do Investors Need? Posted by Lindsey Stewart, KPMG LLP, on Friday, July 16, 2021 Tags: Accounting, Accounting standards, Financial reporting, Internal auditors, Internal control, International governance, Sarbanes–Oxley Act, SOX, UK Chair Gensler’s Insight on the SEC’s New Regulatory Agenda Posted by Brian V. Breheny, Raquel Fox, and Caroline S. Kim, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, July 16, 2021 […]
Click here to read the complete postBoard’s Oversight of Racial DE&I
Executive Summary What motivates board oversight of racial equity: The following risks and opportunities motivated directors’ increased focus on racial and ethnic diversity, equity, & inclusion (DE&I): reputation, strategy, financing, regulatory and compliance, and human capital. Directors did not cite the potential economic impact of racial inequity as a key motivator. Oversight in practice: Directors […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Diversity, ESG, Institutional Investors, Stakeholders
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