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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Nevada Supreme Court Holds Statutory Business Judgment Rule Applies to All Claims Against Corporate Officers and Directors
Summary In a March 25, 2021 decision in Guzman v. Johnson, the Supreme Court of Nevada affirmed the District Court’s dismissal of class action claims concerning AMC Networks, Inc.’s (“AMC”) acquisition of its subsidiary, RLJ Entertainment Inc. (“RLJE”). Plaintiff claimed that, since AMC was RLJE’s controlling stockholder and RLJE directors were interested parties, Plaintiff had […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Director liability, Merger litigation, Mergers & acquisitions, Nevada, Securities litigation, State law
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How Should Performance Signals Affect Contracts?
Incentive pay for top executives is increasingly based on performance measures (“signals”) other than the stock price—financial metrics such as earnings and sales, and sustainability metrics such as carbon emissions and safety. How should performance signals be incorporated into incentive pay contracts? A simple solution is to give CEOs shares in the firm, because this […]
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Posted in Academic Research, ESG, Executive Compensation
Tagged Equity-based compensation, ESG, Executive Compensation, Incentives, Management, Pay for performance, Performance measures, Signaling, Sustainability
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As Strategic Financial Institutions Mergers Thrive, Lessons from the Boston Private Merger Proxy Contest
The past several months have seen a significant surge in strategic bank mergers. Having shored up their balance sheets through well-timed capital raises, conservative capital management and reserves taken during the depths of the Covid-19 pandemic, many banks and financial institutions have emerged in a position of strength, and are once again looking to strategic […]
Click here to read the complete postWeekly Roundup: April 30–May 6, 2021
Lazard’s Q1 2021 Review of Shareholder Activism Posted by Jim Rossman, Mary Ann Deignan, and Christopher Couvelier, Lazard, on Friday, April 30, 2021 Tags: Boards of Directors, ESG, Institutional Investors, International governance, Mergers & acquisitions, Proxy contests, Shareholder activism, SPACs Corporate Governance Update: “Materiality” in America and Abroad Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Saturday, May […]
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Those of us who lived through the 1960s hear a loud echo of those turbulent times in the challenges of the current decade. The ‘60s were a time of war and protests, assassinations, racial discrimination, and the fight for civil rights and against environmental pollution. The decade began and ended with recessions. Many of our […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, ESG, Management, Political spending, Public perception, Reputation
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The SEC’s Latest Risk Alert Puts ESG Investing in the Crosshairs
The Securities and Exchange Commission’s (SEC, or Commission) Division of Examinations (Division) recently issued a Risk Alert highlighting staff observations from examinations of investment advisers, registered investment companies and private funds (firms) engaged in environmental, social, and governance (ESG) investing. This post summarizes the Risk Alert, including focus areas and observations of deficiencies and internal […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation
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What BlackRock Gets Right in its Newly Minted Human Rights Engagement Policy
In March 2021, BlackRock Investment Stewardship published a short but consequential document titled “Our approach to engagement with companies on their human rights impacts.” This represents a significant move by the investment management firm into the global “business and human rights” policy debate. Based in New York City, BlackRock Inc. is the world’s leading investment […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged BlackRock, Disclosure, Due diligence, ESG, Human capital, Human rights, Index funds, Institutional Investors, International governance, Oversight
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SEC Reopens Universal Proxy Comment Period
On April 16, 2021, the US Securities and Exchange Commission (SEC) issued a release reopening the comment period (Reopening Release) on its proposal for a mandatory universal proxy to be used for all contested director elections (Universal Proxy Proposal). On October 26, 2016, the SEC issued a release (2016 Proposing Release) on the Universal Proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Institutional Investors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting, Solicitation, Universal proxy ballots
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