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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Global Climate and Sustainability Reporting Continues to Grow
The momentum toward universal mandatory reporting and disclosure on climate risk and sustainability has gained additional strength with recent developments at the international, domestic and state levels. These steps follow years of calls from investors for standardized and comparable climate-related disclosures. International. In June, the G7 Finance Ministers and Central Bank Governors issued a statement […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, SEC, Securities regulation, Sustainability
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Speech by Commissioner Peirce on ESG Disclosure
Thank you, Aaron [Klein], for that introduction. This summer was the summer of the cicadas. The dull hum of their song permeated the solitude of an evening stroll, along with the disconcerting crunch as pedestrian attempts to avoid squashing the creatures inevitably failed. Every seventeen years the beady-eyed cicadas emerge from underground—a natural wonder, perhaps […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Using ESG Tools to Help Combat Racial Inequity
The events of last summer galvanized the nation and the world and drew much-needed attention to how systemic racism and injustice continues to burden communities of color, who also disproportionately bore the weight of the pandemic. In the months that followed, we witnessed a marked shift in corporate America. This shift was evidenced not only […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Board oversight, Boards of Directors, Diversity, ESG, Institutional Investors, Stakeholders, Transparency
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Warnings Persist for Corporate Directors Evaluating LBO and Other Multi-Step Transactions
I. Executive Summary. As the year 2020 was coming to a close, District Judge Rakoff issued a decision in In re Nine W. LBO Sec. Litig., No. 20 MD. 2941 (JSR), 2020 WL 7090277 (S.D.N.Y. Dec. 4, 2020) (“Nine West”) that sent some shockwaves through the M&A community with respect to the future of corporate […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, Director liability, Fiduciary duties, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder value, U.S. federal courts
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Further on the Purpose of the Corporation
In recent years, the concept of “corporate purpose” has been invoked as a shorthand to address a corporation’s commitment to include stakeholder governance—and with it commitments to sustainability, diversity, inclusion, social responsibility and other ESG issues—as part of a corporate strategy that achieves sustainable long-term growth and creates long-term value for the benefit of all […]
Click here to read the complete postSPAC IPOs and Sponsor Network Centrality
Special purpose acquisition companies (SPACs)—the shell companies whose sole purpose is to identify a private firm to merge with—have become an increasingly important channel for firms to raise money. In 2020, for instance, in the U.S. alone, 248 SPAC IPOS raised $83.4 billion, much more than that raised by traditional IPOs. However, SPACs are also […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged IPOs, Mergers & acquisitions, Social networks, SPACs, Special purpose vehicles
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