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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
Board Practices Quarterly: 2021 Boardroom Agenda
This post identifies some of the key areas and trends expected to be on boardroom agendas this year, according to a December 2020 survey of in-house members of the Society for Corporate Governance. These areas look beyond perennial agenda items, such as strategy and risk, and instead focus on new and emerging topics as many […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, COVID-19, Disclosure, Diversity, ESG, Human capital, Surveys
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SEC Brings Regulation FD Enforcement Action
On Friday, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in order to bring their consensus revenue views more into line with the company’s own internal estimates. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Inside information, Insider trading, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Call to Action on Sustainable Corporate Governance
As leaders in business, investment and financial institutions, and academia we welcome and encourage efforts in jurisdictions around the world to take action to embed the concept of sustainable development in corporate governance law, codes and initiatives. Business sustainability, sustainable finance, corporate purpose and long-term value creation must begin with company boards and the systems […]
Click here to read the complete postHouse of Representatives Testimony on Climate Change and Social Responsibility
Thank you for the invitation and opportunity to appear before you today. I represent Ceres, a nonprofit organization working with investors and companies to build sustainability leadership within their own enterprises and to drive sector and policy solutions throughout the economy. Through our membership networks of more than 100 companies and almost 200 investors with […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Securities regulation, Sustainability, Systemic risk, US House
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House of Representatives Testimony on Climate Change and Social Responsibility
Thank you for the opportunity to testify at today’s hearing. My name is James Andrus, and I am an Investment Manager for the Board Governance and Sustainability program for the California Public Employees’ Retirement System (“CalPERS”). I am pleased to appear before you today on behalf of CalPERS. We applaud and support the Subcommittee’s focus […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Speeches & Testimony
Tagged CalPERS, Climate change, Disclosure, Environmental disclosure, ESG, Human capital, Institutional Investors, Pension funds, Political spending, Sustainability, US House
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Validation Capital
Although it is well understood that activist shareholders challenge management, they can also serve as a shield. In our new paper, we describe “validation capital,” which occurs when a bloc holder’s—and generally an activist hedge fund’s—presence protects management from shareholder interference and allows management’s pre-existing strategy to proceed uninterrupted. In other words, sometimes an activist […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Blockholders, Entrenchment, Hedge funds, Institutional Investors, Management, Shareholder activism, Shareholder value
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Key Considerations for Fiscal Year 2020 Form 10-K and 20-F Filings
As issuers prepare their Form 10-K and 20-F filings for fiscal year 2020, they should consider recent and upcoming changes to the disclosure rules of the Securities and Exchange Commission (“SEC”) and trending disclosure topics. This post summarizes several of those disclosure considerations and highlights the key changes to SEC rules that will affect Form […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged COVID-19, Disclosure, Diversity, Form 10-K, LIBOR, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Stakeholders
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Human Capital Management Proxy Disclosures
Given growing stakeholder focus on Human Capital Management (HCM), we sought to understand how companies would approach the HCM disclosure within proxy statements this year. Our study of a sample of proxies filed in December 2020 and January 2021 offers an early proxy season preview of HCM disclosure practices. Background In 2020 the Securities and […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Disclosure, ESG, Human capital
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The Strategic Audit Committee: Navigating 2021
Introduction It’s been said a lot: 2020 was a difficult year. The effects of the COVID-19 pandemic have led to unprecedented economic conditions and continued uncertainty in the business environment. This has resulted in increased complexities and risks that may have long- term implications. Seemingly overnight, employees began working virtually, and boards and audit committees […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accounting, Audit committee, Audits, Cybersecurity, ESG, Oversight, Risk oversight
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2021 Proxy Season Preview: U.S.
Environmental, Social & Governance (ESG) Climate Change Issues of climate change have been among the most prominent issues facing investors and companies in recent years. Emissions-intensive companies are under increasing regulatory pressure from governments seeking to curb climate impacts and mitigate climate-related risks. Moreover, with 2020 bringing an unprecedented number of storms as well as […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Clawbacks, Climate change, COVID-19, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Proxy voting, Shareholder proposals, Shareholder voting
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