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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
The U.S. Moving Toward Adopting New Climate Disclosures
On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks. According to the White House readout of the meeting, the regulators said “they were making steady progress” on implementing President Biden’s executive order on climate-related risk. The […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Corporate Governance Improvement and Investor Protection Act, Cybersecurity, Environmental disclosure, ESG, Human capital, Risk disclosure, SEC, Securities regulation, Stakeholders
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Weekly Roundup: July 2–8, 2021
The False Hope of Stewardship in the Context of Controlling Shareholders: Making Sense Out of the Global Transplant of a Legal Misfit Posted by Dan W. Puchniak (National University of Singapore), on Friday, July 2, 2021 Tags: Controlling shareholders, Corporate purpose, ESG, Financial crisis, Institutional Investors, International governance, Short-termism, Stewardship, Stewardship Code, Systemic risk, UK, UK Corporate Governance Code Key Considerations for Companies Looking to Integrate ESG and […]
Click here to read the complete postThe Opportunity for SEC Regulation of Climate Disclosures
Corporate risk exposure to climate change is becoming ever more central to companies’ bottom lines. As a result, investors, governments and the public increasingly expect information from companies on climate risks, strategies and scenario planning. To help mitigate long-term risks, companies are adopting aggressive sustainability targets and considering environmental, social and governance (ESG) criteria to […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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Proxy Advisory Firms and Corporate Shareholder Engagement
The market power of proxy advisory firms has attracted considerable attention from academics, practitioners, and regulators. A large body of research shows that recommendations by proxy advisors—such as those by Institutional Shareholder Services (ISS)—can substantially influence shareholder voting outcomes (e.g., Malenko and Shen, 2016). The academic literature, however, is mixed on whether their recommendations are […]
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Posted in Academic Research, Corporate Elections & Voting, Executive Compensation, Institutional Investors
Tagged Engagement, Executive Compensation, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., ISS, Proxy advisors, Say on pay, Shareholder voting
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2021 ESG & Incentives Report
“I cannot recall a time where it has been more important for companies to respond to the needs of their stakeholders. We are at a moment of tremendous economic pain. We are also at a historic crossroads on the path to racial justice—one that cannot be solved without leadership from companies.” — Larry Fink, 2021 […]
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Posted in ESG, Executive Compensation, Practitioner Publications
Tagged Accountability, Diversity, Environmental disclosure, ESG, Executive Compensation, Incentives, Management, Pay for performance, Performance measures, Stakeholders, Sustainability
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Indirect Investor Protection
In a paper just posted on SSRN, I argue that the central mechanisms protecting most investors in public securities markets—beyond deterring theft, fraud, and fees—are indirect. They do not rely on actions by the investors or by any private actor directly charged with looking after investors’ interests, such as their fund managers. Rather, investors’ main […]
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Posted in Academic Research, HLS Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital markets, Information asymmetries, Information environment, Investor protection, Market efficiency, Retail investors, Securities enforcement, Securities regulation, Shareholder activism
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CEO Succession Practices in the Russell 3000 and S&P 500 2021 Edition
CEO Succession Practices in the Russell 3000 and S&P 500: 2021 Edition reviews succession event announcements about chief executive officers made at Russell 3000 and S&P 500 companies in 2020 and, for the S&P 500, the previous 19 years. The project is a collaboration among The Conference Board, executive search firm Heidrick & Struggles, and […]
Click here to read the complete postSupreme Court Gives More Tools for Defendants to Challenge Class Certification in Securities Fraud Cases
Introduction On June 21, 2021, the US Supreme Court issued its decision in Goldman Sachs Group Inc. v. Arkansas Teacher Retirement System, providing guidance to lower courts regarding class certification in securities fraud class actions. On balance, the opinion favors defendants, and potentially signals a backlash against the tide of securities fraud class actions based […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Basic, Class actions, Fraud-on-the-Market, Goldman Sachs, Reliance, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Supreme Court
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Q2 2021 Quarterly Outlook
The latest on SPACs Although special purpose acquisition companies (SPACs) have been around for decades, they have recently exploded in popularity. While SPACs can offer certain advantages over IPOs, such as quicker access to the capital markets, their use can also raise challenges. The SEC and others are monitoring the SPAC boom and responding as […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Environmental disclosure, ESG, Form NT, Liability standards, PCAOB, SEC enforcement, Securities enforcement, Securities regulation, SPACs
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Shareholder Liability and Bank Failure
Because of limited liability, bank shareholders often prefer banks to take high risk, to the detriment of depositors and the stability of the banking system. Using data on the performance of U.S. banks during the Great Depression, we find strong evidence that increasing shareholder liability can be an effective tool to reduce bank risk taking […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Failed banks, Financial crisis, Financial institutions, Liability standards, Moral hazard, Systemic risk, Too big to fail
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