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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
Sustainability and ESG: The Governance Factor and What It Means for Businesses
Governance Factor: Beyond the Board Corporate governance has long been a focal point for large corporates, listed companies and regulated entities, with numerous studies connecting good corporate governance with higher profitability. However, as the March 2021 effective date of the EU’s Sustainability-Related Disclosure Regulation approaches, corporate governance is becoming increasingly important to companies of all […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, International governance, Reputation, Risk management, Stakeholders, Sustainability, UK
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Thank You, Chairman Clayton
Under Chairman Jay Clayton, who concluded his tenure at the Securities and Exchange Commission in late December, the SEC experienced an era of great productivity and rational reform. He furthered the historic mission of the SEC while maintaining nonpartisan credibility and independence in a highly charged political environment. Chairman Clayton affirmed the Commission’s tripartite purpose—to […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Capital markets, Diversity, ESG, Institutional Investors, Investor protection, Oversight, Proxy advisors, SEC, Securities regulation
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Letter to CEOs
BlackRock is a fiduciary to our clients, helping them invest for long-term goals. Most of the money we manage is for retirement—for individuals and pension beneficiaries like teachers, firefighters, doctors, businesspeople, and many others. It is their money we manage, not our own. The trust our clients place in us, and our role as the […]
Click here to read the complete postESG and Sustainability: Key Considerations for 2021
Heading into 2021, corporate, investor and stakeholder focus on ESG will continue to accelerate, with climate change, workplace diversity, employee welfare, human capital management and supply chain sustainability and resilience remaining forefront issues. Just earlier this week, BlackRock’s Chairman and CEO issued a letter to CEOs calling on companies to (1) “disclose a plan for […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Human capital, Stakeholders, Sustainability
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S&P 500 CEO Compensation Increase Trends
CEO median actual pay among S&P 500 companies increased 1% in 2019. Overall, CEO pay in 2020 will potentially decline by 3% to 4% due to lower bonuses and many companies underperformed during the unprecedented COVID-19 pandemic disruption. Historical CEO pay increases have been supported by historical total shareholder return (TSR); in fact, annualized pay […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Firm performance, Incentives, Index funds, Long-Term value, Management, Pay for performance
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The Congressional Review Act and the Biden Administration’s Approach to Financial Regulation
Within hours of taking office, President Biden moved aggressively to begin to dismantle much of the Trump administration’s regulatory legacy—issuing a series of executive orders that either changed regulatory policy directly or directed federal agencies to do so. Indeed, the Biden administration’s work to reform the regulatory state started weeks before inauguration, with its concerted […]
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Posted in Academic Research, Institutional Investors, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Congressional Review Act, Donald Trump, Institutional Investors, Joe Biden, Proxy advisors, SEC, SEC rulemaking, Securities enforcement, Securities regulation, US Senate
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Weekly Roundup: January 21-28, 2021
Coordinated Engagements Posted by Oğuzhan Karakaş (University of Cambridge), Elroy Dimson (University of Cambridge), and Xi Li (London School of Economics), on Friday, January 22, 2021 Tags: Engagement, ESG, Institutional Investors, Long-Term value, Management, Shareholder activism, Shareholder voting, Stakeholders, Stewardship New LBO Practices May Be Warranted Based on the Nine West Decision Posted by Gail Weinstein, Philip Richter, and Brad Eric Scheler, Fried, Frank, Harris, Shriver & […]
Click here to read the complete postGaming the System: Three “Red Flags” of Potential 10b5-1 Abuse
We recently published a paper on SSRN, Gaming the System: Three “Red Flags” of Potential 10b5-1 Abuse, that provides evidence that some executives use 10b5-1 trading plans to engage in opportunistic, large-scale selling of company shares. Federal securities law prohibits corporate executives from trading company securities while aware of material nonpublic information (MNPI). Because executives […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Earnings announcements, Inside information, Insider trading, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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SEC Enforcement and Public Companies
Most media accounts suggest that the incoming Biden administration will usher in a more “aggressive” SEC enforcement posture, with renewed emphasis on investigating potential fraud and controls deficiencies at public companies. SEC Enforcement may face some short-term headwinds to this approach. A dramatic increase in tips, complaints, and referrals during the pandemic, as well as […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged COVID-19, Cybersecurity, Insider trading, Repurchases, Rule 10b-5-1, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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Former CFTC Chair Gary Gensler to be Nominated as SEC Chair
Reuters has reported that former CFTC Chair Gary Gensler will be President-elect Biden’s choice for SEC Chair. According to the article, in light of his “reputation as a hard-nosed operator willing to stand up to powerful Wall Street interests”—notwithstanding his former life as an investment banker—the appointment is “likely to prompt concern” among some that […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, Disclosure, Joe Biden, Political spending, SEC, Securities enforcement, Securities regulation
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