Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Sustainable Investing with ESG Rating Uncertainty

Earlier this year, regulatory bodies such as the Securities and Exchange Commission (SEC) for the US and the European Securities and Markets Authority (ESMA) for the EU launched an extensive consultation about ESG disclosure regulation, i.e., about firms’ environmental, social and governance (ESG) related risks and opportunities. Three phenomena triggered this regulatory activity: i) a […]

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The Critical Role of the Board Chair in Driving Board Performance

While all directors can contribute to the board’s success, the board chair has a unique set of responsibilities, both in the tone that they set, and their influence on how time and resources are deployed. The best board chairs are facilitators who get the best out of the collective expertise of the board—yet many chairs […]

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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , , | Comments Off on The Critical Role of the Board Chair in Driving Board Performance

Shareholder Resolutions in Review: Lobbying Disclosures

Shareholder resolutions filed in the 2022 proxy season reflect continuing investor concern over lobbying activities and whether they are consistent with a company’s public positions and aligned with shareholder interests. However, the passage of only two such resolutions indicates that the majority of shareholders are satisfied with company efforts to address these concerns. In this […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , | Comments Off on Shareholder Resolutions in Review: Lobbying Disclosures

What the Volume and Diversity of Comment Letters to the SEC Say About its Climate Proposal

The Securities and Exchange Commission presents its new climate proposal as a modest evolution in its longstanding rules requiring environmental disclosure. While supporters echo that pitch, most recognize the proposal as a large leap beyond the SEC’s traditional focus on material financial matters. Who has the better of it may be inferred from the breadth […]

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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors, SEC Comment letters, Securities Regulation | Tagged , , , , , , , , | Comments Off on What the Volume and Diversity of Comment Letters to the SEC Say About its Climate Proposal

Developments in Unfair Prejudice Litigation

Introduction Companies—both public and private, and in multiple sectors—continue to grapple with the challenges of today’s economic climate. Nuanced, complex and consequential (perhaps even existential) decisions must often be made under significant time pressures. As a result, the interests and views of shareholders—particularly minority shareholders—may not always receive the attention they deserve, or require. Increasingly, […]

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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , , , , | Comments Off on Developments in Unfair Prejudice Litigation

The Proposed SEC Climate Disclosure Rule: A Comment from Former SEC Chairmen and Commissioners

This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Chairman Richard C. Breeden, Chairman Harvey L. Pitt, Commissioner Philip R. Lochner, Jr. Commissioner Richard Y. Roberts, and Commissioner Paul S. Atkins. Below is the text of the letter with minor adjustments to eliminate the […]

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Posted in Accounting & Disclosure, ESG, Practitioner Publications, SEC Comment letters, Securities Regulation | Tagged , , , , , , , , | 1 Comment

Comment Period Reopens on Proposed Compensation Clawback Rules

On June 8, 2022, the U.S. Securities and Exchange Commission (SEC) once again reopened the period to solicit input from the public on the compensation clawback rules it proposed in 2015 to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The proposed rules would direct the national securities […]

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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , | Comments Off on Comment Period Reopens on Proposed Compensation Clawback Rules

Weekly Roundup: June 24-30, 2022

The Lessons Behind Women’s Gains in Board Leadership Posted by Molly Stutzman, JUST Capital, on Friday, June 24, 2022 Tags: Board composition, Boards of Directors, Diversity, Engagement, ESG, Institutional Investors It Pays For Companies To Leave Russia Posted by Jeffrey A. Sonnenfeld (Yale School of Management), on Friday, June 24, 2022 Tags: Corporate Social Responsibility, International governance, Reputation, Risk, Risk management, Russia, Ukraine Avoiding “Entire Fairness” Review in Claims against […]

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The Impact of Technology on Climate Oversight: What Board Directors Need to Know

Corporate boards are experiencing the impact of climate change on multiple fronts. Mounting pressure from regulators, investors, shareholders, consumers, and their workforce is forcing companies to rethink their carbon emissions. Worsening droughts, fires, floods, and storms have prioritized the need to focus on the health of our communities and ecosystems. Beyond social responsibility, there’s also […]

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Value Creation in Shareholder Activism

In our new paper, Value Creation in Shareholder Activism, we measure value creation by activist investors via structural estimation of a model of the choice between passive investment and activism. Our estimates imply that average returns following activist intent announcements consist of 74.8% expected value creation, or treatment, 13.4% stock picking, and 11.8% sample selection […]

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