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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
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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How the Robinhood IPO is Different
Robinhood is a wildly popular discount broker/dealer whose specialty is providing easy entry into the addictive world of day trading for the newcomers it creatively recruits into the exciting world of equity trading. When Robinhood goes public, these new inductees to U.S. capital markets are about to find out how much the playing field is […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, IPOs, Retail investors, Robinhood, Securities enforcement, Securities regulation, Tech companies
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SEC Examinations Risk Alert: Compliance Issues in ESG investing
The release of this SEC Division of Examination Risk Alert dramatically increases the velocity with which compliance and controls must be expanded to cover ESG-related activity. Firms that engage in ESG investing should review their current compliance controls in light of the compliance weaknesses outlined by the SEC, with particular focus on the accuracy of […]
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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, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Peer Effects in Corporate Governance Practices: Evidence from Universal Demand Laws
Corporations that share board members with other firms tend to have similar corporate governance practices. But this commonality is difficult to interpret. It may reflect peer effects, where governance practices propagate from one firm to another. Alternatively, it may reflect selection effects, where firms with similar preferences self-select into linked groups. Specifically, associations between corporate […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Antitakeover, Boards of Directors, Derivative suits, Entrenchment, Interlocking boards, Management, Peer effects, Peer groups, Poison pills, Takeover defenses
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Proxy Preview 2021
Proponents have filed at least 435 shareholder resolutions on environmental, social and sustainability issues for the 2021 proxy season, with 313 pending as of February 19. Securities and Exchange Commission (SEC) staff have allowed the omission of 24 proposals so far in the face of company challenges; companies have lodged objections to at least 74 […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Shareholder proposals, Shareholder voting
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Corporate Governance Update: “Materiality” in America and Abroad
The concept of materiality is a bedrock feature of American securities law and regulation. It informs the way investors think, talk, and transact, the way lawyers advise their clients, and the way legislators and regulators draft and enforce federal mandates. The working definition of materiality in the United States, which has served corporate America well […]
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Posted in Comparative Corporate Governance & Regulation, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Dodd-Frank Act, Environmental disclosure, ESG, Europe, International governance, Materiality, Securities regulation, Stakeholders
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