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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
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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Biden’s “Money Cop” to Shine a Light on ESG Disclosure
Key Points: Mandatory ESG requirements could be an early priority for SEC chair nominee Gary Gensler, with increasing calls from within the SEC to require material ESG risk disclosures. The EU recently implemented mandatory ESG disclosure requirements, and the U.K. imposed mandatory climate-related financial disclosures; the U.S. may soon follow suit. The international business community […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Joe Biden, Risk disclosure, SEC, Securities regulation, Sustainability
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SEC Division of Corporation Finance Directed to Focus on Climate-Related Disclosures
The Acting Chair of the U.S. Securities and Exchange Commission (SEC), Allison Herren Lee, has issued a statement directing the Division of Corporation Finance to enhance its focus on public company disclosures concerning climate change, including by updating the SEC’s formal 2010 guidance regarding such disclosure to “take into account developments in the last decade.” […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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An Introduction to Activist Stewardship
The time has come for “activist stewardship.” Simply put, this means putting the skills and techniques of activist hedge funds to work where a company’s financial performance is deteriorating and traditional engagement tools have failed to produce meaningful results to protect value and mitigate long-term risks, including recognizing the importance of environmental, social, and governance […]
Click here to read the complete postShareholder Activists Gear Up for a Busy 2021 – With New Tools and Tactics
As we near the end of the first quarter of 2021, the number of activist campaigns appears to be on track to outpace last year. In a recent poll of readers, activism research provider Insightia found that 59% of readers surveyed expected an increase in the number of companies targeted by shareholder activists this year […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Climate change, COVID-19, Cybersecurity, Disclosure, Diversity, ESG, Institutional Investors, Shareholder activism, Target firms
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Intelligently Evolving Your Corporate Compliance Program
All companies—big and small—are collecting a tsunami of data. The US Department of Justice (DOJ) has now challenged corporate America to harness and analyze that data to improve corporate compliance programs by going beyond the risk profile of what has happened to better understanding the risk profile of what is happening. But where to begin? […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Artificial intelligence, Compliance & ethics, Compliance and disclosure interpretation, DOJ, Financial technology, Securities enforcement
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