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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
Do UK and EU Companies Lead US Companies in ESG Measurements in Incentive Compensation Plans?
In January 2021, Pay Governance conducted a comprehensive survey of the use of Environmental, Social, and Governance (ESG) metrics in incentive compensation as reported by 95 participating US companies. The survey documented the prevalence of this emerging trend and explored the types of metrics used, the ways in which they were measured, the types of […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Executive Compensation, Incentives, International governance, Sustainability, UK
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Weekly Roundup: June 11–17, 2021
President Biden Signs Executive Order on Addressing Climate Change Risk through Financial Regulation Posted by Andrew Olmem, J. Paul Forrester, and Thomas J. Delaney, Mayer Brown LLP, on Friday, June 11, 2021 Tags: Climate change, Environmental disclosure, ESG, Joe Biden, Risk, Risk management, Sustainability, Systemic risk The Director’s Guide to Shareholder Activism Posted by Maria Castañón Moats, Paul DeNicola, and Leah Malone, PricewaterhouseCoopers LLP, […]
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Introduction The responsibilities of boards of directors continue to evolve and increase, particularly given the events of the past year. In addition to perennial topics such as strategy, succession, financial reporting, compliance, and culture, boards are experiencing broader demands on their oversight from expanding stakeholder and shareholder considerations; continuing challenges of the ongoing global pandemic […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, Fiduciary duties, Management, Oversight, Privacy, Reputation, Risk management, Risk oversight, Stakeholders
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Repairing the US Financial Reporting System
The under-signed individuals and organizations share a deep concern about the present state of the financial reporting infrastructure in the United States. Two decades after a wave of major accounting scandals swept U.S. markets and Congress responded with passage of the Sarbanes-Oxley Act (SOX), many of the root causes of that crisis—deeply flawed and outdated […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Comment letters, Enron, FASB, PCAOB, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities regulation
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SEC Announces Latest Amendments to Proxy Advisor Rules Will Not Be Enforced, Pending Additional Review
Gary Gensler, the new chairman of the U.S. Securities and Exchange Commission, released a statement on June 1, 2021, directing SEC staff to consider revisiting its interpretation and guidance from September 2019 regarding the application of the proxy rules to proxy advisors (the 2019 Guidance), and the amendments that it adopted in July 2020 that […]
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Posted in Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder voting
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Director Compensation Practices in the Russell 3000 and S&P 500
Director Compensation Practices in the Russell 3000 and S&P 500: 2021 Edition documents trends and developments in non-employee director compensation at 2,855 companies issuing equity securities registered with the US Securities and Exchange Commission (SEC) that filed their proxy statement in the period between January 1 and December 31, 2020, and, as of January 2021, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, Director compensation, Diversity, ESG, Institutional Investors, Proxy advisors, Shareholder voting
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Federal Corporate Law and the Business of Banking
It is a bedrock (though still controversial) principle of American business law that corporate formation and governance are the province of state, not federal, law. But for more than a century and a half there has been one giant exception to this basic principle of American federalism: around 1,200 national banks, which hold $13 trillion […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Depository banking, Financial institutions, Financial regulation, Financial technology, National Bank Act, OCC, Treasury Department
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Opportunities for Postdoctoral and Doctoral Corporate Governance Fellows
The Program on Corporate Governance at Harvard Law School (HLS) is pleased to announce that it is seeking applications from highly qualified candidates who are interested in working with the Program as Post-Doctoral or Doctoral Corporate Governance Fellows. Applications are considered on a rolling basis, and the start date is flexible. Appointments are commonly for […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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Sidley Sends Formal Comment Letter on the SEC’s Universal Proxy Proposal
On June 7, 2021, we sent a formal comment letter regarding the recent proposal of the U.S. Securities and Exchange Commission (SEC) to adopt a universal proxy (File No. S7-24-16) under the Securities Exchange Act of 1934 (as amended, the Exchange Act) (the Proposed Rule). We summarize our comments in this post (our full 20-page […]
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