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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
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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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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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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