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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
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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General Solicitation and General Advertising
Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when conducting certain offerings exempt from registration under the safe harbors provided under Regulation D of the Securities Act. Many have felt […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, Crowdfunding, Equity offerings, Institutional Investors, Investor protection, Securities enforcement, Securities regulation, Solicitation, Venture capital firms
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Introducing the “Technergy” ESG Reporting Strategy
Across the existing spectrum of ESG ratings, guidelines, and frameworks, higher quality environmental scores are commonly associated with technology companies while lower relative scores are typically linked to energy companies. This is not necessarily a novel statement, but it does highlight a critical inefficiency. We feel ESG-ratings agencies and, in some cases, reporting frameworks, currently […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Institutional Investors
Tagged Climate change, Cybersecurity, Environmental disclosure, ESG, Human capital, Long-Term value, Materiality, Sustainability, Tech companies
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2021 Say on Pay Failures Partly Due to Covid-19 Related Pay Actions
2021 Say On Pay Results 37 Russell 3000 companies (3.1%) failed Say on Pay thus far in 2021, 14 of which are in the S&P 500. 15 companies failed since our last report and are highlighted in bold later in this post. Our evaluation of the likely reasons for failure indicates that ten of the […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Proxy voting, Say on pay, Shareholder proposals
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