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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
Transparency and the Future of Corporate Political Spending
In the wake of January’s attack on our democracy, business leaders across America are rightly reconsidering whether, and how, public companies should participate in politics. Household names ranging from Coca-Cola to Facebook are halting campaign contributions to certain elected officials after the Capitol siege. These leaders now understand that the longstanding system for corporate participation […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Corporate purpose, Corporate Social Responsibility, Disclosure, ESG, Political spending, SEC, Securities regulation, Short-termism, Transparency
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The SEC Should Address the Risk of Activist “Lightning Strikes”
As the new leadership of the Securities and Exchange Commission considers the agency’s regulatory priorities, they might take note of the recent decision of the Delaware Court of Chancery in The Williams Companies Stockholder Litigation. As we recently noted, the primary import of that decision was to remind corporate boards not to overreach in their […]
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Posted in Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Institutional Investors, Poison pills, Shareholder activism, Takeover defenses
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Limiting SPAC-Related Litigation Risk: Disclosure and Process Considerations
Introduction 2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total gross proceeds of over $83 billion) and 66 deSPAC transactions, as compared with 2019’s 59 SPAC IPOs (raising approximately $13.6 billion in gross […]
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Posted in Accounting & Disclosure, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Disclosure, Equity offerings, Institutional Investors, IPOs, Mergers & acquisitions, Public firms, SEC, Securities regulation, SPACs
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ESG Disclosure – Keeping Pace with Developments Affecting Investors, Public Companies and the Capital Markets
Not long ago, the title of this statement would have needed to unpack “ESG” into Environmental, Social and Governance. That ESG no longer needs to be explained illustrates how important these issues have become to today’s investors, public companies and capital markets. It also illustrates the pace of ESG developments. There remains substantial debate over […]
Click here to read the complete post2020 Say on Pay & Proxy Results
Our first Say on Pay and Proxy Results report of the 2020 proxy season included four predictions for voting trends. At that time, it was difficult to estimate the impact that COVID-19 would have on 2020 corporate performance and compensation programs (and significant uncertainty still exists). Compensation-related actions in response to COVID-19 will be a […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Management, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Board Priorities for 2021 Abound Amid Slow Economic Recovery
Board members are reconsidering their oversight priorities after a tumultuous 2020 and slow economic recovery. For many, this means navigating some level of financial difficulty that will take a combination of outside capital, resourcefulness and innovation to overcome. For others, it means focusing on emerging or elevated risks and opportunities impacting corporate strategy execution. Concurrently, shareholders, […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Mergers & Acquisitions, Practitioner Publications
Tagged Board leadership, Boards of Directors, Corporate culture, COVID-19, Disclosure, Diversity, ESG, Human capital, Mergers & acquisitions, Shareholder value, Surveys
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Trusting What You Can’t See: Audit Oversight and the PCAOB
I thought about a number of possible topics for the discussion today. I considered talking about the relationship between the SEC and the PCAOB. There’s also the role, if any, of the auditor in providing assurance on non-GAAP and ESG metrics and the possible role of the PCAOB in leading the discussion. I think it […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Accounting, Accounting standards, Audits, Bebchuk v. Electronic Arts, Disclosure, Enron, Sarbanes–Oxley Act
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Weekly Roundup: March 5–11, 2021
A Survey of Sustainability Disclosures by Small and Mid-Cap Companies Posted by Granville Martin (Society for Corporate Governance), Maia Gez (White & Case LLP), and Dov Gottlieb (White & Case LLP), on Friday, March 5, 2021 Tags: Disclosure, Environmental disclosure, ESG, Human capital, Stakeholders, Surveys, Sustainability Statement by Commissioners Peirce and Roisman on the SEC’s Enhanced Climate Change Efforts Posted by Hester M. […]
Click here to read the complete postTop Governance & Stewardship Issues in 2021
Key Takeaways Protests in 2020 that swept across the US have cast a spotlight on levels of racial and ethnic diversity of corporate directors, C-suite executives and corporate workforces. Progress on racial and ethnic diversity on US corporate boards has been slow, and there is even less diversity in C-suites from which many director candidates […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, ESG, Institutional Investors, Proxy advisors, Shareholder proposals, Shareholder voting, SPACs, Stewardship, Sustainability
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SEC Will Aggressively Scrutinize Issuer’s Climate Change Disclosure
On February 24, 2021, SEC acting chair Allison Herren Lee announced that she has directed the Division of Corporation Finance to enhance its focus on climate-related disclosures in its reviews of corporate filings. This follows the SEC’s announcement on February 1, 2021 of the appointment of its first-ever senior policy advisor for ESG issues. Acting chair Lee has asked […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Regulation S-K, Risk disclosure, SEC, SEC rulemaking, Securities regulation, Sustainability
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