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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
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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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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