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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
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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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 […]
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