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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
Signaling Through Carbon Disclosure
Twenty years ago, a few visionary NGOs (most prominently the Carbon Disclosure Project (CDP)) started tracking corporate carbon emissions, the main cause of global warming. By now over 1700 publicly traded companies around the world (more than 15% of all listed companies) are disclosing their carbon emissions, and investors are better informed than ever about […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Empirical Research, ESG, International Corporate Governance & Regulation
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, International governance, Signaling, Sustainability
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Inclusion of ESG Metrics in Incentive Plans: Evolution or Revolution?
Environmental, Social, and Governance (ESG) issues are some of the most prominent facing Corporate America: shareholders and other stakeholders have significantly increased the focus on a corporation’s social responsibilities, including promoting a fair and diverse workplace, providing employees with a living wage, and improving the environment. Large institutional investors are demanding enhanced disclosure of employee […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Climate change, Diversity, Environmental disclosure, ESG, Executive Compensation, Human capital, Incentives, Pay for performance, Performance measures, Surveys, Sustainability
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Energizing the M&A Market Post-Crisis
During these unprecedented times, all of us have had to acclimate to new ways of working, adapting creatively to the changed environment. Economic activity, including M&A dealmaking, has inevitably been depressed by the COVID-19 crisis, especially in Q2 2020—but industries and businesses have found novel solutions to the problems they face. By Q4, M&A was […]
Click here to read the complete postState Street Global Advisors’ Annual Asset Stewardship Report
In 2020, we voted in over 19,000 meetings and engaged with over 2,400 companies. In all, our engagement activities encompassed companies representing 78% of our 2020 equity AUM. In this post, we provide highlighted insights from our voting and engagement activities, as well as core campaign, sector and thematic takeaways.
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, Diversity, Engagement, Equity-based compensation, ESG, Executive Compensation, Incentives, Index funds, Institutional Investors, Pay for performance, Say on pay, Shareholder voting
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Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks
Proxy contests often focus on directorial positions, where activist shareholders nominate an alternative slate of directors in an attempt to replace incumbent board members. Given shareholders’ limited ability to vote out directors in uncontested elections (e.g., Cai, Garner, and Walkling, 2009), proxy contests remain a powerful mechanism for director removal. In recent years, activists have […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Behavioral finance, Boards of Directors, Institutional Investors, Interlocking boards, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting
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Integrating ESG Into Corporate Culture: Not Elsewhere, but Everywhere
A prominent securities regulator recently observed that “ESG no longer needs to be explained.” ESG is firmly ensconced in the mainstream of corporate America, a frequent topic in boardrooms, C-suites, investor meetings, and regulators’ remarks. Perhaps less obvious is that ESG has yet to be mainstreamed, as it were, in internal corporate governance and operations […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Compliance & ethics, COVID-19, ESG, Human capital, Institutional Investors, Long-Term value, Oversight, Stakeholders
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SEC’s Regulation FD Action Highlights Risks Associated with Private Calls to Analysts
On Friday, March 5, 2021, the US Securities and Exchange Commission (SEC) announced a rare litigated action against a large public company and three of its investor relations employees for alleged violations of Regulation FD (Fair Disclosure). Overview of Regulation FD In 2000, the SEC adopted Regulation FD to address issuers’ selective disclosure of material […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Inside information, Investor protection, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Tailoring Executive Pay for Long-Term Success
Short-term incentives motivate short-term behavior. Corporate boards can drive long-term performance by making changes to remuneration that encourage long-term behavior by executives while avoiding common pitfalls. Similarly, investors can support long-term executive remuneration plans through their votes and engagement. Financial incentives motivate behavior—indeed, financial incentives may work too well. Executive pay is focused on a […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Compensation guidelines, Executive Compensation, Executive performance, Incentives, International corporate governance, Long-Term value, Short-termism
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Race & Ethnicity and the Role of Asset Stewardship
Thank you for that very kind introduction, Lucian (Bebchuk). It’s wonderful to be with you at Harvard—even if virtually—at this remarkable and important institution. I also want to acknowledge everyone joining today. Hopefully it won’t be long before we can see each other in person again. Obviously, the past 12 months have been extraordinary—and certainly, […]
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Posted in Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Board composition, Board performance, Boards of Directors, Diversity, Engagement, ESG, Human capital, Index funds, Institutional Investors, Long-Term value, Stakeholders
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Global Institutional Investors on the IFRS Foundation’s Sustainability Standards
Executive summary The IFRS® Foundation’s September 2020 consultation on sustainability reporting proposes setting up a Sustainability Standards Board (SSB) to set standards and drive global consistency. We reviewed the comment letters of a selection of 20 of the largest and most influential investor respondents to the Consultation—18 global institutional investors with close to $24 trillion […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Materiality, Surveys, Sustainability
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