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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
COVID-19 and Comparative Corporate Governance
COVID-19 accounts for a once-in-a-lifetime external economic shock coming down on world society. When the novel coronavirus SARS-CoV-2 emerged in December 2019, the general public in much of the world, let alone business leadership, was not yet particularly concerned. A year into the outbreak of the pandemic, over two million individuals have died directly from […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, International Corporate Governance & Regulation
Tagged Climate change, Corporate governance, Corporate purpose, COVID-19, ESG, Human capital, International governance, Shocks, Stakeholders, Sustainability
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r/BlackRockAnnualLetter: Climate Change and ESG in the Age of Reddit
BlackRock’s rollout of Larry Fink’s annual letter last week was overshadowed by the Reddit-driven mania involving GameStop and other heavily shorted stocks. The evolving (and sometimes wild) market dynamics associated with the rapid rise of the day-trading retail investor base, coupled with a resurgent, short-term focused shareholder activism environment, underscore the importance for public companies […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Reddit, Reputation, Short sales, Social media, Sustainability
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Advisers by Another Name
The rise of index mutual funds and ETFs is an important development in the U.S. capital markets. Trillions of dollars are invested in vehicles that attempt to track the performance of broad market indices such as the S&P 500 as well as hundreds of lesser-known, specialized indices. While index investing is often described as “passive,” […]
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Posted in Academic Research, Institutional Investors, Securities Regulation
Tagged Asset management, BlackRock, Index funds, Institutional Investors, Investment advisers, Securities regulation, Vanguard
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How We Evaluate Shareholder Proposals
Shareholder proposals serve as an important tool for investors to voice their perspectives and seek change at public companies. Vanguard index funds are practically permanent investors in approximately 13,000 public companies worldwide, and Vanguard hears from a wide range of stakeholders who want to understand our decision-making process for voting on shareholder proposals on behalf […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Index funds, Institutional Investors, Long-Term value, Materiality, Shareholder proposals, Shareholder voting, Vanguard
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2021 Proxy Season: Executive Compensation Considerations
The Covid-19 pandemic and related economic conditions have impacted executive compensation in a number of ways, and disclosure of these impacts is a salient issue for the 2021 annual proxy season. In addition to the myriad technical requirements governing annual proxy statements as set forth in Securities and Exchange Commission (“SEC”) rules and guidance, proxy […]
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Posted in Corporate Elections & Voting, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Compensation disclosure, COVID-19, Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Pay for performance, Proxy advisors, Say on pay, SEC, Securities regulation
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CFO Signals
Each quarter (since 2Q10), CFO Signals has tracked the thinking and actions of CFOs representing many of North America’s largest and most influential companies. All respondents are CFOs from the US, Canada, and Mexico, and the vast majority are from companies with more than $1 billion in annual revenue.
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, CFOs, COVID-19, Disclosure, Financial reporting, Firm performance, Performance measures, Risk, Surveys
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BlackRock’s 2021 CEO Letter
[On January 26, 2021], BlackRock released its annual Letter to CEOs, which is also commonly referred to as the “Fink Letter.” With the firm managing approximately $9 trillion in assets, this open letter is widely read by public companies, market participants and other stakeholders to better understand the mega investor’s outlook. This post boils down […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Diversity, Environmental disclosure, ESG, Index funds, Institutional Investors, Risk disclosure, Stakeholders, Sustainability
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Stakeholder Capitalism: From Balance Sheet to Value Sheet
The gradual pace of social progress is occasionally punctuated by periods of rapid change. We are undoubtedly in the midst of one of these shifts, as pandemic, climate risks, and economic and racial inequality test society’s resilience, and rapidly force new ways of operating. These rapid shifts are increasingly presenting leaders with some of the […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, ESG, Long-Term value, Shareholder primacy, Shareholder value, Stakeholders
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Retaining the C-Suite After CEO Turnover
Effective CEO succession, the planning and execution of which can span several years, is critical to the potential success of a company. For a CEO to set and execute a winning strategy, a stable, engaged, and high-functioning team is needed in the C-suite. However, CEO succession can often result in the departure of other senior […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive turnover, Incentives, Management, Retention, Succession
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A New Whistleblower Environment Emerges
As the COVID-19 pandemic continues, the whistleblower environment is changing in ways that should have the focused attention of compliance executives across industries. Three converging factors are at work here: 1) a significant increase in fraud and whistleblower activity; 2) disruptions stemming from remote work; and, 3) new Department of Justice (DOJ)/Security Exchange Commission (SEC) […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, COVID-19, DOJ, Misconduct, Risk assessment, SEC, SEC enforcement, Securities fraud, Securities regulation, Whistleblowers
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