-
Supported By:
Subscribe or Follow
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
Guidance on Enhancing Racial & Ethnic Diversity Disclosures
At State Street Global Advisors, we believe that companies have a responsibility to effectively manage and disclose risks and opportunities related to racial and ethnic diversity. A growing body of research suggests that diversity can drive returns, and that boards that neglect this topic face risks to their reputation, productivity, and overall performance. We have […]
Click here to read the complete postActivism In Context: Where We’ve Been, Where We’re Going
Activism In Context: Where We’ve Been, Where We’re Going Depressed Activism in H1 2020 Comes Rearing Back in Q4 COVID depressed activism campaigns in H1 of 2020 to the lowest level since 2014, as many activists recognized that proxy contests would distract issuers from focusing on the urgent task of adapting their businesses to a […]
Click here to read the complete post
Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Climate change, COVID-19, ESG, Institutional Investors, Mergers & acquisitions, Sustainability
Comments Off on Activism In Context: Where We’ve Been, Where We’re Going
The Next Shoe to Drop
Larry Fink, CEO of BlackRock, said [in January] in his annual letter to CEOs that companies need to disclose how they will get to a net-zero greenhouse gas emissions business model. This is further recognition that ESG (environment, social and governance) factors are now the basis on which institutional investors are putting money into the market. […]
Click here to read the complete post
Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate purpose, Corporate Social Responsibility, ESG, Human capital, Index funds, Institutional Investors, Stakeholders, Sustainability
Comments Off on The Next Shoe to Drop
Recent Trends in Officer Liability
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the corporation and its stockholders. While directors and officers owe the same fiduciary duties, they are not entitled to the […]
Click here to read the complete post
Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Delaware cases, Delaware law, DGCL Section 102, Director liability, Discovery, Fiduciary duties, Liability standards, Merger litigation, Mergers & acquisitions, Securities litigation
Comments Off on Recent Trends in Officer Liability
The Corporate Governance Machine
In a time of climate change, racial and economic inequality, and crisis stemming from the global pandemic, corporations are alternately maligned for their conduct and embraced as a solution for change. Observers have increasingly excoriated the traditional view of corporate purpose—that corporations should be managed for the benefit of shareholders, and specifically, to maximize their […]
Click here to read the complete post
Posted in Academic Research, ESG, Institutional Investors
Tagged Climate change, Corporate purpose, Decision-making, ESG, Institutional Investors, Legal systems, Shareholder primacy, Stakeholders, Sustainability
Comments Off on The Corporate Governance Machine
Bloomberg Activism Screening Model
This post investigates the results of the Bloomberg Activism Screening Model. The model’s goal is to answer a basic question: Which companies in a list of equities may become targets for activist investors? This model has been requested frequently by Bloomberg clients. Advisers to activists and targets as well as internal experts recommended the screening […]
Click here to read the complete post
Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Firm performance, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism, Shareholder value, Target firms
Comments Off on Bloomberg Activism Screening Model
Perspective from 2020 Conversations with Audit Committee Chairs
Overview The Public Company Accounting Oversight Board (PCAOB) views engaged and informed audit committees as effective force multipliers in promoting audit quality and believes that the PCAOB and audit committees jointly benefit from our ongoing dialogue. Continuing with the expanded engagement we launched in 2019, we again reached out to the audit committee chairs of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Accounting standards, Audit committee, Audits, Financial technology, PCAOB
Comments Off on Perspective from 2020 Conversations with Audit Committee Chairs
ESG and the Biden Presidency
Executive Summary In a dramatic change from the previous administration, we expect the administration of President Joseph Biden to implement a broad range of policy changes meant to mitigate climate risk and bring the US back into the global sustainability conversation. We will be monitoring several themes that we believe could arise under the Biden […]
Click here to read the complete postExecutive Pay Clawbacks and Their Taxation
Executive pay clawback provisions require executives to forfeit previously received compensation under certain circumstances, most notably after a downward adjustment to the financial results upon which their incentive compensation was predicated. Clawback provisions are on the rise. Limited clawbacks were mandated under the Sarbanes-Oxley Act of 2002. The Dodd-Frank legislation, enacted in 2010, mandated a […]
Click here to read the complete post
Posted in Academic Research, Executive Compensation, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Dodd-Frank Act, Executive Compensation, Misreporting, Section 162(m), Securities enforcement, Securities regulation, Tax Cuts and Jobs Act, Taxation
Comments Off on Executive Pay Clawbacks and Their Taxation
Weekly Roundup: February 12-18, 2021
Spencer Stuart S&P MidCap 400 Board Report Posted by Julie Daum, Laurel McCarthy, and Ann Yerger, Spencer Stuart, on Friday, February 12, 2021 Tags: Board composition, Board independence, Board turnover, Boards of Directors, Diversity, ESG, Surveys A New Whistleblower Environment Emerges Posted by Robert T. Biskup, Deloitte Financial Advisory Services LLP, on Friday, February 12, 2021 Tags: Compliance & ethics, COVID-19, DOJ, Misconduct, Risk assessment, SEC, SEC enforcement, Securities fraud, Securities regulation, Whistleblowers Retaining […]
Click here to read the complete post