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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
ESG & Long-Term Disclosures: The State of Play in Biopharma
Executive Summary How much forward-looking information do public companies disclose, including on ESG themes? Do they provide targets and KPIs on themes key to long-term value creation? In this paper, we analyze the accessibility, quantity, and time frame of forward-looking information disclosed by the 25 constituents in the S&P 500 Pharmaceuticals, Biotechnology & Life Sciences […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Corporate purpose, Disclosure, ESG, Human capital, Institutional Investors, Long-Term value, Performance measures, Sustainability
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Tech Companies Come Together on Climate-Related Disclosures
In a comment letter to the Securities and Exchange Commission on June 11, seven well-known tech companies responded to SEC Acting Chair Allison Herren Lee’s March 2021 request for public input on climate change disclosures (see our related blog post). The letter expressed support for consistent reporting by public companies regarding climate-related matters. With acknowledgement […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, Securities regulation, Sustainability, Tech companies
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Keynote Address by Commissioner Lee on Climate, ESG, and the Board of Directors
“You Cannot Direct the Wind, But You Can Adjust Your Sails” Good morning and thank you for the invitation to speak today at the Society for Corporate Governance 2021 National Conference. I’m impressed with your full and informative agenda over the next few days, and I appreciate the important work you do in supporting company […]
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Posted in Boards of Directors, ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Boards of Directors, Climate change, Environmental disclosure, ESG, Risk, Risk disclosure, Sustainability
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How Do Asset Managers Create Subsidies for Certain Firms?
Since the 1980s economists have known that when stocks are added to the S&P 500 index their prices rise. There are now many theories that aim to explain this fact. Yet almost all of the related research has focused on how indices influence asset prices, with much less attention paid to other possible implications. In […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Asset management, Benchmarks, Decision-making, ESG, Fund managers, Index funds, Institutional Investors, Subsidies
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Measuring Up To HCM
Corporate sustainability risks and opportunities have received increasing interest from investors for the past decade. Environmental concerns initially led the list, but attention to human capital has swiftly emerged as an additional focal point of discussion in the boardroom. Investors and other stakeholders are prodding companies to reveal more about their human capital practices and […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Disclosure, ESG, Human capital, Proxy disclosure, Stakeholders, Sustainability
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What Does Codetermination Do?
In liberal market economies such as the United States, firms are controlled ultimately by their shareholders or owners, and (under the dominant legal doctrine of “shareholder primacy”) are governed with the exclusive purpose of maximizing the welfare of those shareholders and owners. By contrast, large firms in many European countries are jointly governed by their […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, ESG, International Corporate Governance & Regulation
Tagged Boards of Directors, Codetermination, ESG, Europe, International governance, Labor markets, Management, Shareholder primacy, Stakeholders
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Alarm.com and the Open Questions Regarding Trade Secret Claims Related To Usurpation of Corporate Opportunities
In a previous memorandum, we discussed a recent Texas Court of Appeals case which held that members of a Delaware LLC can contract around (i.e., waive) the general principle protecting against usurpation of corporate opportunities. See Patterson v. Five Point Midstream Funds I and II, L.P., Case No. 01-19-00-643-CV (Tex. App. Dec. 8, 2020). We […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Charter & bylaws, Confidentiality, Delaware cases, Delaware law, Inside information, Private equity, Securities litigation, Shareholders agreements, Trade secrets
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Key Corporate Governance Issues at Mid-Year 2021
Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic. Many of these issues are still top-of-mind as the “new normal” continues to evolve, and will continue to be prominent themes […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate purpose, Diversity, ESG, International governance, Sustainability
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Tone at the Bottom: Measuring Corporate Misconduct Risk from the Text of Employee Reviews
Numerous cases of corporate misconduct have emerged globally in recent years and caused large financial, reputational, and other damages for firms, their stakeholders, and even broader society. Managers’ and employees’ inherent tendency to commit such misconduct is deeply rooted in the operating and control environment of their organization. For example, Wells Fargo was caught in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Artificial intelligence, Compliance & ethics, Corporate culture, Inside information, Misconduct, Whistleblowers
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Comments to the Proposed Amendments to Require the Use of Universal Proxies
Olshan Frome Wolosky LLP (“Olshan”) is pleased to submit its comments to the proposed amendments to the federal proxy rules to require the use of universal proxies in non-exempt solicitations in connection with contested elections of directors as described in Release No. 34-79164 published by the Securities and Exchange Commission (“SEC”) on October 26, 2016. […]
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