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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
State 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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Board Refreshment
Every year, as part of PwC’s Annual Corporate Directors Survey, we ask directors to evaluate the performance of their peers, and whether any of the members of their board should be replaced. The share of respondents who say one or more of their fellow directors should go has been rising, and in 2020 it reached […]
Click here to read the complete postThe Long-Term Effects of Short Selling and Negative Activism
First, the punch line of our new empirical study: activist short selling, which we call “negative activism,” has real and lasting long-term effects. On average, the share prices of targeted companies fall by more than 20% after four years. Accounting returns plummet. Targets are more likely to be sued and investigated by regulators. The numbers […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged GameStop, Hedge funds, Institutional Investors, Long-Term value, Shareholder activism, Short sales, Short-termism
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Weekly Roundup: March 19–25, 2021
Equality Metrics Posted by Veronica Root Martinez (Notre Dame) and Gina-Gail Fletcher (Duke University), on Friday, March 19, 2021 Tags: Corporate Social Responsibility, Disclosure, Diversity, ESG, Institutional Investors, Securities regulation, Shareholder activism SEC Announces It Will Aggressively Scrutinize Issuers’ Climate Change Disclosure Posted by Marc E. Elovitz, Brian T. Daly, and Tarik M. Shah, Schulte Roth & Zabel LLP, on Friday, March 19, 2021 […]
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