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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Statement by Commissioner Peirce on Adoption of Amendments to the Rules Governing Proxy Voting Advice
Thank you, Mr. Chair. I appreciate the staff’s diligence, graciousness, professionalism, and hard work throughout this rulemaking process. Staff’s valuable time, however, could have been put to better use. For example, staff could have worked immediately on addressing outstanding issues around proxy plumbing and, in several years, on conducting a retrospective review of the 2020 […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Twitter vs. Musk: The Complaint
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TWITTER, INC., Plaintiff, v. ELON R. MUSK, X HOLDINGS I, INC., and X HOLDINGS II, INC., Defendants. Verified Complaint Plaintiff Twitter, Inc. (“Twitter”), by and through its undersigned counsel, as and for its complaint against defendants Elon R. Musk, X Holdings I, Inc. (“Parent”), and […]
Click here to read the complete postBoard Diversity Action Expands to Courtrooms, Regulators, and Investors
In the year since my colleague Fabrice Houdart wrote that LGBTQ+ inclusion in the boardroom is simply good governance, the board diversity landscape has heated up, become more complex, and provided glimpses into what the future may hold in this interesting area of corporate governance. Below are a few key themes that I expect will characterize […]
Click here to read the complete postSEC Requests Comment on Regulation of Information Providers Under the U.S. Investment Advisers Act
Summary On June 15, 2022, the Securities and Exchange Commission (the “SEC”) issued a request for information and public comment (the “Request for Comment”) on matters related to the activities of index providers, model portfolio providers and pricing services (referred to by the SEC as “information providers” or “providers”). The SEC states that the role […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Index funds, Institutional Investors, Investment Advisers Act, SEC, Securities regulation
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How Issuers and Investors Can Find Common Ground on ESG
The global focus on climate change, alongside pandemic challenges and social justice movements, which helped highlight social concerns, have helped drive sustainability activities to the top of the agenda across the corporate world. As BNY Mellon discovered in a recent survey, investor pressure on issuers echoes these societal changes. Consequently, issuers and investors are increasingly […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Disclosure, Diversity, Environmental disclosure, ESG, Institutional Investors, Sustainability
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Q2 2022 Audit Committee Newsletter: Helping You Prepare for Your Next Meeting
1. “Dear CFO” letter spotlights disclosures related to war in Ukraine The war in Ukraine continues to have a profound impact on business operations within the conflict zone as well as on markets worldwide. In May, the SEC’s Division of Corporation Finance issued an illustrative letter with sample comments the Division may issue to registrants, […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Audit committee, Audits, Boards of Directors, Cybersecurity, ESG, Risk disclosure, Russia, Shareholder meetings, SPACs, Sustainability, Ukraine
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Poised for Change? Boardroom Diversity Survey
A premium on thinking differently Recent progress—and the continued push—toward greater boardroom diversity comes at a pivotal time for corporate America. The ability to challenge long-held assumptions; understand megatrends; and effectively calibrate strategy, risk, and talent in the context of heightened stakeholder expectations puts a premium on thinking differently. To better understand how directors view […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Management, Surveys
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Short Selling Activism in Europe—A Strategic Communications Perspective
Companies under pressure In September 2020, the German anti-money laundering authority launched an investigation into the German financial services provider Grenke. Fueled by fears of a new Wirecard-style scandal, the authorities were looking into suspicious money laundering reports, alleged investment fraud, insider trading, and market manipulation. In subsequent days the story quickly spiraled out of […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged EU, Europe, Hedge funds, Institutional Investors, International governance, Shareholder activism, Shareholder communications, Short sales
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The Data Story of Ukraine, Russia and Corporate Responses
The first quarter of 2022 presented a challenging communications terrain for business leaders as the Russian invasion of Ukraine shook markets, shattered supply chains and shocked the world. Within hours, it was clear that big businesses would have a huge role to play; what they did—and what they said about what they were doing—would shape […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, ESG, International governance, Management, Reputation, Russia, Social media, Ukraine
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How Gold Medal Boards Prioritize Their Time
Consciously or unconsciously, every board independently decides where it is going to focus its attention and efforts. We asked directors to reflect on their board agenda over the past 12 months and identify the top three areas where their full board has spent the most time, and we then ranked those items based on how […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board leadership, Board performance, Boards of Directors, Corporate culture, Decision-making, International governance, Management, Succession
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