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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
CEO Stress, Aging, and Death
CEOs work long hours, frequently make high-stakes decisions, such as layoffs and plant closures, and face uncertainty in times of crisis (Bandiera et al. 2020, Porter and Nohria 2018). They are closely monitored and criticized when their firm is underperforming, and the notion that CEOs are “overworked [and] overstressed” is prominently discussed in the media […]
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Posted in Academic Research, Empirical Research
Tagged Antitakeover, Artificial intelligence, Behavioral finance, Entrenchment, Executive turnover, Human capital, Management, Shocks
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TCFD Reporting in the UK: A review of 2017-2020
Background Over the past decade, there has been growing pressure on management and Boards from stakeholders to pursue a longer-term orientation in decision-making. The COVID-19 pandemic has laid bare the fact that companies ill-prepared to address significant external risks are unlikely to have the resilience and ability to deliver returns to stakeholders over the long-term. […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Risk, Risk disclosure, Sustainability, UK
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SEC Staff Risk Alert Lays a Marker for Advisers on ESG Focus Areas
On April 9, 2021, the U.S. Securities and Exchange Commission (“SEC”) Division of Examinations (the “Division”) issued a risk alert (the “Risk Alert”) describing observations from recent examinations of investment advisers that manage and offer environmental, social and governance (“ESG”) investment options. The Risk Alert highlights observed deficiencies in several key areas that we expected […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, ESG, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Shareholder Perks and Firm Value
Shareholder perks are in-kind gifts or purchase discounts made available to shareholders that do not scale proportionately with the number of shares held. Shareholders of Ford Motor Company, for example, receive “friends and neighbors” purchase discounts on the purchase of Ford automobiles, and Willamette Valley Vineyards shareholders receive discounts on wine. In our sample of […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Firm performance, Incentives, International governance, Japan, Market reaction, Retail investors, Shareholder value
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Introducing the Debevoise & Plimpton Special Committee Report
Special committees of boards of directors play an essential role in many corporate transactions. Nevertheless, they are often imperfectly understood. Special committees are both underutilized—not deployed in circumstances where their use could have protected conflicted parties from liability—and over-utilized—formed in circumstances where no obvious conflict exists or where their use provides no meaningful legal benefit. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware law, Merger litigation, Mergers & acquisitions, MFW, Shareholder suits, Shareholder voting, Special committees
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Investors’ Attention to Corporate Governance
Investors will have strong incentives to pay attention to the corporate governance structures of their portfolio companies if this attention contributes to better portfolio performance. However, because monitoring firms’ governance is costly, it is possible that investors will find it optimal to limit or even fully delegate such oversight to others. Broadly, the objective of […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, ESG, Financial Regulation
Tagged Engagement, ESG, Institutional Investors, Management, Oversight, Proxy advisors, Proxy voting, Shareholder voting
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New SEC Risk Alert Focuses on ESG-Related Disclosures and Policies
The Division of Examinations (the “Exam Division”) of the U.S. Securities and Exchange Commission (“SEC”) recently published a Risk Alert (the “Risk Alert”) highlighting deficiencies, internal control weaknesses and effective practices identified during recent examinations of investment advisers, registered investment companies and private funds (collectively referred to as “firms”) related to environmental, social, and governance […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, ESG, Risk, Risk disclosure, SEC, Securities regulation
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ESG: Investors Increasingly Seek Accountability and Outcomes
The global pandemic motivated investors to increase their focus on the strategic impacts of environmental and social responsibility on long-term shareholder value. Now, more than ever, investors are using proxy votes to express their views on company behavior, rather than relying on company disclosure. And after an unprecedented year, the blurred lines between what constitutes […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, COVID-19, Diversity, ESG, Executive Compensation, Institutional Investors, Political spending, Shareholder proposals, Shareholder voting, Sustainability
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Stakeholder Syndrome: Does Stakeholderism Derail Effective Protections for Weaker Constituencies?
Broadening the corporate purpose to embrace stakeholderism has been a staple of corporate governance discussions in the last few years, especially after endorsements by the likes of Larry Fink, the Business Roundtable, Elizabeth Warren, and Bernie Sanders. Of particular interest are some recent reexaminations of stakeholderism, which rate it as a more realistic path to […]
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Posted in Academic Research, Corporate Social Responsibility, ESG
Tagged Agency costs, Antitrust, ESG, Human capital, Labor markets, Private ordering, Shareholder primacy, Stakeholders
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