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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
Remarks by Commissioner Lee on Leveraging Regulatory Cooperation to Protect America’s Investors
Good afternoon. It’s a privilege to welcome you all to the annual Section 19(d) Conference. I want to start by commending NASAA and SEC staff for their work in putting this event together. And thanks to our colleagues from NASAA and FINRA for joining us and for being steadfast partners in our shared investor protection […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Crowdfunding, Disclosure, ESG, Investor protection, Private firms, Regulation Best Interest, SEC, Securities regulation, Solicitation
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Diversity and Performance in Entrepreneurial Teams
Diversity and inclusion have become an increasingly central issue in many workplaces, but what are the performance implications of diversity-promoting efforts for firms and workers? In recent years, policymakers have proposed and implemented gender (or race/ethnicity) quotas in many settings. For instance, the Norwegian government enforced a gender quota on corporate boards. More recently, California […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, ESG
Tagged Behavioral finance, Diversity, Entrepreneurs, ESG, Human capital, Small firms
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Human Capital Disclosures Findings From 2020 10-Ks
Trends and observations Background In August 2020, the Securities and Exchange Commission (SEC) introduced an important new requirement for registrants to provide disclosures about human capital. The new requirements were introduced in connection with the SEC rulemaking streamlining some of the disclosure requirements for business, legal proceedings and risk factors under Regulation S-K. Commencing with […]
Click here to read the complete postCorporate Purpose and Corporate Competition
The large American corporation faces ever-rising pressure to pursue a purpose that is more than just for shareholder profit. This rising pressure interacts with sharp changes in industrial organization in a way that ought to be further analyzed and considered: at the same time that purpose pressure has been increasing, firms’ capacity to accommodate pressure […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, HLS Research, Institutional Investors
Tagged Agency costs, Common ownership, Corporate purpose, Corporate Social Responsibility, ESG, Index funds, Institutional Investors, Shareholder activism, Shareholder primacy, Short-termism, Stakeholders
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Incorporating ESG Measures Into Executive Compensation Plans
Introduction With the 2021 proxy season underway, environmental, social, and governance (ESG) topics are dominating the conversation. While dialog between companies, investors, and other stakeholder groups has accelerated on a variety of ESG topics, the role of ESG in long-term value creation had already been steadily increasing. According to a recent study, investors that collectively […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Accountability, Boards of Directors, Compensation committees, ESG, Executive Compensation, Pay for performance, Performance measures
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The WeWork Decision and its Implications for Director Email Accounts
Introduction A recent Delaware court decision, In re WeWork Litigation, put a spotlight on the risk of corporate employees and directors destroying privilege by communicating through email. Questions about the security and confidentiality of electronic communications have been around for a long time. But at least under Delaware law, the WeWork decision expanded the applicability […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Board independence, Boards of Directors, Books and records, Delaware cases, Delaware law, Discovery, Outside directors, Securities litigation, WeWork
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New Human Capital Disclosure Requirements; Inconsistent 10-K Disclosures
Prior to 2020, the last significant revisions to Regulation S-K were over 30 years ago. As modernization of the human capital disclosure requirements have caught up with the times, companies are faced with setting reporting precedents. See our previous post that provides an explanation of the Regulation S-K amendments. How did companies respond to the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged COVID-19, Disclosure, Form 10-K, Human capital, Regulation S-K, SEC, Securities regulation
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Does Common Ownership Really Increase Firm Coordination?
In recent years, academics and regulators have raised concerns about the high levels of common ownership within U.S. firms. The argument is that common owners—that is, investors holding stakes in multiple firms within a single industry—have incentives to discourage competition among industry rivals in their portfolios. Common ownership has increased steadily over the past few […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Antitrust, Blockholders, Common ownership, Index funds, Institutional Investors, Ownership
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Caremark Developments and the Imperative of Regular Risk Review
Every day, the litigation environment reinforces the imperative for boards of directors to regularly review key enterprise risks. In a recently filed complaint, stockholders of NiSource, Inc, a natural gas supplier, sued to hold the company’s directors liable for breach of fiduciary duty arising out of a tragic 2018 pipeline accident that caused one fatality, […]
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Posted in Academic Research, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Caremark, Compliance & ethics, Director liability, Liability standards, Oversight, Risk, Risk disclosure, Risk oversight, Securities litigation
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