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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
M&A Advisor Misconduct: A Wrong Without a Remedy?
Rarely have investment banks faced liability in their role as advisors on merger and acquisition (“M&A”) transactions. At first glance, this is puzzling. M&A deals are ubiquitous and frequently attract lawsuits. Moreover, in their other activities, most notably securities underwriting, investment banks are frequent litigation targets, being seen as deep-pocketed defendants. And yet, in advising […]
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Posted in Academic Research, Banking & Financial Institutions, Mergers & Acquisitions
Tagged Banks, Financial advisers, Financial institutions, Investment banking, Liability standards, Mergers & acquisitions, Misconduct, Securities fraud, Securities regulation
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Do ESG Mutual Funds Deliver on Their Promises?
ESG investing is growing explosively, and the interest in ESG investing by retail investors continues to increase. A substantial proportion of retail ESG investing occurs through ESG mutual funds. The number of ESG mutual funds, and the assets they hold have each doubled in the past three years, and the COVID-19 pandemic has done nothing […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, ESG, Institutional Investors
Tagged Corporate Social Responsibility, ESG, Institutional Investors, Mutual funds, Responsible investing, Shareholder voting, Stewardship, Sustainability
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Speech by Commissioner Roisman on Whether the SEC Can Make Sustainable ESG Rules
Thank you Gary [LaBranche] and the National Investor Relations Institute for inviting me to speak at your 2021 Virtual Conference. Of course, I will clarify up front that the views I express are my own and do not necessarily reflect those of the Commission. I. Introduction I appreciate the unique and important role Investor Relations […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Commissioner Roisman Suggests Ways to Reduce the Costs of ESG Disclosure
In remarks [June 3, 2021] before the ESG Board Forum, Putting the Electric Cart before the Horse: Addressing Inevitable Costs of a New ESG Disclosure Regime, SEC Commissioner Elad Roisman weighed in with his views on mandatory prescriptive ESG requirements and the likely associated costs. As he has indicated before, he’s not really keen on the idea, particularly […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Vanguard’s Insights on Shareholder Proposals Concerning Diversity, Equity, and Inclusion
Risks to shareholder value associated with diversity, equity, and inclusion (DEI) remain a top engagement priority for Vanguard with our funds’ portfolio companies. Increased focus—from companies, regulators, investors, and employees—on racial and ethnic discrimination has heightened scrutiny of public companies’ DEI-related risks and opportunities, as have the COVID-19 pandemic and challenging economic conditions. Vanguard has […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Engagement, ESG, Index funds, Institutional Investors, Shareholder proposals, Shareholder voting, Stakeholders
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Benchmarking of Pay Components in CEO Compensation Design
A central issue in executive compensation is the methodology employed by boards of directors and compensation committees to determine chief executive officer (CEO) pay. In this study, we focus on the practice of compensation benchmarking, in which a given firm compares CEO compensation with the compensation packages of peer CEOs at comparable companies. Previous empirical […]
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Posted in Academic Research, Executive Compensation
Tagged Benchmarks, Equity-based compensation, Executive Compensation, Incentives, Management, Peer groups
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The Biden Administration’s Executive Order on Climate-Related Financial Risks
Key takeaways: Last month, President Biden issued an Executive Order (the “Order”) that directs federal agencies to take wide-ranging actions regarding climate-related financial risks. While the Order is directed to agencies across the federal government, there are particular directives that will be especially relevant for the banking industry. In particular, Treasury Secretary Yellen is directed […]
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Posted in Banking & Financial Institutions, ESG, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Climate change, Environmental disclosure, ESG, Financial institutions, Financial regulation, FSOC, Joe Biden, Risk disclosure, Sustainability
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How to Accelerate Board Effectiveness Through Insight and Ongoing Education
Today’s business environment is continuously resetting the bar for effective board oversight. New business models, impacted by new technologies and consumer behaviors, are emerging, while industry boundaries disappear. At the same time, sustainability risks and social awareness are increasing, driving a reprioritization of stakeholder and corporate values. These developments underscore the need for boards to […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board performance, Boards of Directors, Corporate purpose, Engagement, ESG, Risk oversight, Stakeholders
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Competition Laws, Governance, and Firm Value
Policymakers increasingly call for strengthening antitrust laws. For example, the U.S. House Judiciary Committee’s Antitrust Subcommittee concluded a 16-month investigation in October 2020 by stressing the need to bolster antitrust laws, policies, and enforcement. In recent months, authorities in China, the European Union, Japan, and the United Kingdom have also signaled their intent to strengthen […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Agency costs, Antitrust, Firm performance, International governance, Mergers & acquisitions
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