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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
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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Recent Proxies Highlight COVID-Related Incentive Actions for September FYE Companies
Compensation Advisory Partners’ analysis of approximately 100 S&P Composite 1500 companies found that annual incentive plan modifications are the most frequent recent executive pay action taken in response to COVID-19. The analysis is part of CAP’s ongoing efforts to track executive compensation and human capital actions related to COVID-19. Forty-two percent of the companies—which have […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, COVID-19, Equity-based compensation, Executive Compensation, Incentives, Pay for performance
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How Boards Can Prepare for Activism’s Next Wave
Introduction As we begin to see the light at the end of the tunnel of a pandemic that upended all of our lives and disrupted almost every business, activist investors are getting in gear, and the pieces are expected to be in place for continued growth in merger and acquisition activity through 2021. Political unrest, […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board performance, Boards of Directors, COVID-19, Mergers & acquisitions, Shareholder activism, Stock returns
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The Capital Markets Tug-of-War Between US and China
For the first time in modern history, Sino-American tensions are spilling in the capital market space, with the final announcement of de-listing of three Chinese telecoms from the New York Stock exchange earlier this month. This delisting, as well as the regulatory measures that underpin it, culminate a long debate on the future of foreign, […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Capital markets, China, Holding Foreign Companies Accountable Act, International governance, PCAOB, SEC, SEC enforcement, Securities enforcement, Securities regulation
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New Tactics and ESG Themes Change the Direction of Shareholder Activism
Takeaways Activism is likely to rebound as the business world recovers from COVID-19 disruptions. Some activists are raising permanent capital, giving them new leverage, and activist approaches have become more acceptable to many institutional investors. Even high-performing companies may face pressure on ESG issues. The best defense is a solid relationship with and understanding of […]
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Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, COVID-19, Engagement, ESG, Institutional Investors, Mergers & acquisitions, Shareholder activism
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Underwriters Do Not Use Green Shoe Options to Profit from IPO Stock Pops
Professor Corrigan offers a new theory about why some IPO stocks pop and others suffer steep drops—underwriters are to blame. His “principal trading theory” maintains that, contrary to accepted wisdom, overallotments and green shoe options in IPOs are used to maximize trading payoffs for underwriters. His theory is wrong. Matt Levine, in his Bloomberg column, […]
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