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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
Crisis-Resilient Boards: Lessons from Vale
Ever since the onset of the pandemic, corporate directors, their advisors, and investors have sought to identify board characteristics and practices that might be associated with superior management of epic disruption. Might any of the board features commonly rated by market analysts as governance-positive have helped companies navigate economic challenges posed by COVID? What lessons […]
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Posted in Academic Research, Boards of Directors, ESG, HLS Research, International Corporate Governance & Regulation
Tagged Accountability, Board independence, Boards of Directors, Brazil, ESG, Risk, Risk management, Stakeholders
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Board Effectiveness: A Survey of the C-Suite
Key Findings Executives say that directors have a deep understanding of the company. Roughly 9 out of 10 executives say their board understands the company’s strategy, key business risks, competitive landscape, culture, shareholders, and talent development and pipeline. Yet almost half of executives think the board falls short in overall effectiveness. 40% say their boards […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Boards of Directors, Director qualifications, Diversity, Management
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Robinhood and GameStop: Essential Issues and Next Steps for Regulators and Investors
The hullabaloo surrounding the run up in the price of GameStop (GME) and the activities of Robinhood have generated front page news, calls for action, and allegations of wrongdoing. However, lost in the headlines and struggles between good and bad or big and little is the issue that should be of greatest concern—financial stability. Critical […]
Click here to read the complete postGuidance 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 […]
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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
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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. […]
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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
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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 […]
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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
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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 […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Climate change, Corporate purpose, Decision-making, ESG, Institutional Investors, Legal systems, Shareholder primacy, Stakeholders, Sustainability
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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 […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Firm performance, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism, Shareholder value, Target firms
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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 […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Accounting standards, Audit committee, Audits, Financial technology, PCAOB
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