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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
Statement by Commissioners Peirce and Roisman on the SEC’s Enhanced Climate Change Efforts
Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases. Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives. What does this “enhanced focus” on climate-related matters mean? The short answer is: it’s not yet clear. Do these […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, Securities regulation, Sustainability
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A Survey of Sustainability Disclosures by Small and Mid-Cap Companies
In light of the continued focus on improving sustainability reporting, White & Case conducted its second annual survey and in-depth review of ESG website disclosures of 80 small- and mid-cap US public reporting companies: Overall, more than half of the surveyed companies (approximately 51 percent, or 41 out of 80 companies) provided some form of […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, Human capital, Stakeholders, Surveys, Sustainability
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Weekly Roundup: February 26-March 4, 2021
Underwriters Do Not Use Green Shoe Options to Profit from IPO Stock Pops Posted by Robert Evans, Locke Lord LLP, on Friday, February 26, 2021 Tags: Capital formation, Capital markets, Equity offerings, IPOs, Market reaction, Regulation M, Securities regulation, Underwriting New Tactics and ESG Themes Change the Direction of Shareholder Activism Posted by Richard J. Grossman and Neil P. Stronski, Skadden, Arps, Slate, Meagher & Flom […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Duty and Diversity
Fifty years ago, Milton Friedman told corporate fiduciaries that they should narrowly focus on generating profits for stockholders. Less focused upon, but explicit, was his view that corporations should not have a “social conscience” and take action to “eliminat[e] discrimination,” which he trivialized as a “watchword[] of the contemporary crop of reformers.” Since then, Friedman […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, HLS Research
Tagged Compliance & ethics, Corporate purpose, Delaware articles, Diversity, ESG, Shareholder primacy, Stakeholders
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Proxy Advisory Firms Release First Reports on Latest Best Practices
For the first time, six of the world’s most influential shareholder voting research and analysis firms (better known as “proxy advisors”), which help institutional investors vote shares at stock-exchange-listed companies worldwide, have each publicly released reports showing how they comply with the latest industry Best Practice Principles. Proxy advisors have been a target of corporate […]
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Posted in HLS Research, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Disclosure, ESMA, EU, Europe, Institutional Investors, International governance, Oversight, Proxy advisors, Shareholder voting
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2021 Compensation Committee
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter (Charter) approved by the Board of Directors (Board) of the applicable company (Company), which should reflect requirements imposed by the securities exchanges, some of which are the result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Clawbacks, Compensation committees, Compensation disclosure, Director compensation, Dodd-Frank Act, Executive Compensation, Incentives, Management, Pay for performance, Say on pay
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2021 Global and Regional Trends in Corporate Governance
Introduction This year, as in the previous five years, Russell Reynolds Associates interviewed over 40 global institutional and activist investors, pension fund managers, proxy advisors and other corporate governance professionals to identify the corporate governance trends that will impact boards and directors in 2021. Global Trends Predicted for 2020 Greater focus on the E&S of […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Human capital, International governance, Sustainability
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Gender Quotas and Support for Women in Board Elections
In September 2018 a quota for corporate boards was passed in California (CA Senate Bill 826). It requires all publicly held firms headquartered in the state to have at least one appointed female director by the end of 2019, and two (three) female board members by the end of 2021 for boards with five (six […]
Click here to read the complete postSEC Acknowledges that Disgorgement Principles Apply to Administrative Proceedings
In a recently issued administrative order, the SEC implicitly acknowledged that the limiting principles for disgorgement that the Supreme Court outlined in Liu v. Securities and Exchange Commission apply to administrative proceedings. This opens the door for counsel and settling parties to use the limiting principles when negotiating an administrative order at the end of […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Administrative proceedings, Disgorgement, SEC, SEC enforcement, Securities enforcement, Supreme Court
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Climate Risk and the Transition to a Low-Carbon Economy
BlackRock believes that sustainability risk, particularly climate risk, is investment risk. Accordingly, sustainability is a key component of our investment approach. As we set out in our Global Principles, we expect companies to articulate how they are aligned to a scenario in which global warming is limited to well below 2° C, consistent with a […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Sustainability
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