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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
What Companies Need to Know About Modern Ransomware Attacks and How to Respond
Ransomware is an escalating and evolving cybersecurity threat facing organizations around the world. In 2020, ransomware attacks increased seven-fold by year end, with over 17,000 devices detecting ransomware each day. As an added challenge, ransomware is more sophisticated than ever before with modern variants designed to inflict immense damage and perpetrators demanding higher payouts. In […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Bitcoin, Cryptocurrency, Cybersecurity, Privacy, Ransomware, Risk, Risk management
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Say on Pay: Approval Slides as CEO Pay Rises
Over the past year, COVID-19 has been the driving force behind shifting trends in corporate governance. With large unemployment rates at the beginning of the pandemic (13.8% in May 2020), a declining stock market and vast uncertainty, it has been a historical time to track whether the world’s most powerful executives would feel similar effects […]
Click here to read the complete postVenture Capital’s “Me Too” Moment
Over the last seventy years, female labor market participation has increased significantly. Women’s representation in highly compensated occupations such as law, medicine, consulting, and investment banking has steadily improved. Yet, the gender diversity in venture capital has lagged significantly behind: On average, only about 8% of venture capital investors hired are women over the past […]
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Posted in Academic Research, Empirical Research, ESG, Private Equity
Tagged #MeToo, Compliance & ethics, Corporate culture, Diversity, ESG, Private equity, Reputation, Stakeholders, Venture capital firms
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Delaware Supreme Court Provides Guidance Regarding D&O Liability Insurance Coverage
The Delaware Supreme Court has issued two decisions over the past year that provide important guidance about directors’ and officers’ (D&O) liability insurance coverage. In RSUI Indemnity Company v. Murdock, the Supreme Court affirmed decisions holding that losses due to the fraudulent actions of an officer or director of a Delaware corporation are insurable under […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Choice of Law, Contracts, D&O insurance, Delaware cases, Delaware law, DGCL Section 262, Forum selection, Liability standards, Merger litigation, Mergers & acquisitions
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CEO Compensation: Evidence From the Field
In our paper, CEO Compensation: Evidence from the Field, which was recently made available on SSRN, we survey over 200 directors of FTSE All-Share companies and over 150 investors in UK equities on how they design CEO pay packages: their objectives, the constraints they operate under, and the factors they take into account. The answers […]
Click here to read the complete postSEC Enforcement Action Highlights Need for Internal Communications About Cybersecurity Problems
The Securities and Exchange Commission (SEC) announced a settled enforcement action on June 15 against a company for violating the requirement that public companies have controls and procedures to ensure that they make required disclosures in SEC filings. According to the SEC’s order, a cybersecurity journalist informed the company of a vulnerability in a proprietary application that the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Form 8-K, Risk disclosure, SEC, SEC enforcement, SEC rulemaking, Securities enforcement
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A Private Fund’s Guide to ESG Compliance
The U.S. Securities and Exchange Commission (SEC) has recently turned its attention to private fund managers that consider Environmental, Social and Governance (ESG) factors as part of their process for selecting portfolio investments. The SEC’s primary focus is on “greenwashing,” the practice of conveying a false image to investors that a product is ESG-friendly. The […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Disclosure, ESG, Institutional Investors, Mutual funds, Private funds, SEC, Securities regulation
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Chair Gensler’s Remarks at the Asset Management Advisory Committee Meeting
Thank you for the kind introduction. I enjoyed chatting with you a couple of weeks ago, Ed, and it’s good to meet with the whole committee for the first time. I’m grateful for your time and willingness to give us advice on the asset management industry. I look forward to hearing the readouts from your […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Diversity, Environmental disclosure, ESG, SEC, SEC rulemaking, Sustainability
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Shareholder Proposal No-Action Requests in the 2021 Proxy Season
As calendar year-end companies received shareholder proposals for their 2021 annual meetings, they faced a variety of uncertainties and challenges, including navigating the COVID-19 pandemic, addressing the racial inequities brought to the fore by the killings of George Floyd and others, and steering through a hyper-partisan and unprecedented U.S. presidential transition. The shareholder proposals received […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged No-action letters, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Ripples of Responsibility: How Long-Term Investors Navigate Uncertainty With Purpose
Investment organizations around the world face an array of ever-changing external expectations. These expectations go well beyond traditional notions of achieving return targets or liability matching and can create important responsibilities that are broader than fiduciary duty or asset stewardship. Ripples of Responsibility provides tools for understanding and fulfilling these responsibilities. Together with our members […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, Diversity, Engagement, ESG, Institutional Investors, Long-Term value, Short-termism, Stakeholders, Stewardship
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