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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
Team Production Theory Across the Waves
At first glance, team production theory and U.K. company law are ships passing in the night. The team production model of corporate law, a highly influential theory that debuted in a 1999 Virginia Law Review article by Margaret Blair and Lynn Stout, has as its defining feature the idea that the board of directors of […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Boards of Directors, International governance, Shareholder primacy, Shareholder value, Stakeholders, UK
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FCLTCompass—Measuring Time Horizons Across Capital Markets
Capital markets have many functions in today’s financial system. They promote the vitality of global and regional economies, and they provide new businesses a pathway to success through access to capital. But the core purpose of capital markets is to facilitate transactions—to transform the money from savers into uses that support societal and economic growth, […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Capital allocation, Capital markets, Cash flows, Institutional Investors, Investor horizons, Long-Term value, Short-termism
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The Changing Face of Activism
As we enter 2021, shareholder activism continues to evolve. The traditional campaigns waged by repeat activists leveling familiar critiques will undoubtedly persist into the new year and beyond. But by now most companies are well-versed in the old activist playbook and have developed their own game plan. In past years, some became their own activist […]
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Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, Pension funds, Private equity, Shareholder activism
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The ESG/TSR Activist “Pincer Attack”
Companies need to prepare for a new strategic threat: a two-front “pincer attack” from environmental, social and governance (ESG) activists, on the one side, and financial total shareholder return (TSR) activists, on the other. An ESG activist attack presents an opportunity for TSR activists to pile on, free-riding on the ESG arguments that many institutional […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, CalSTRS, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism, Shareholder value, Stakeholders
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The Future of Audit Oversight
In creating the Public Company Accounting Oversight Board (PCAOB or Board), Congress fundamentally changed the system of oversight for the auditing profession. The profession’s authority to write its own auditing, quality control, ethics, and independence standards and to discipline itself was removed, replaced by an independent regulator required to act in the interests of investors […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audits, PCAOB, Securities enforcement, Securities regulation
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Key Takeaways—2020 Board Index
The 2020 U.S. Spencer Stuart Board Index finds that boards are heeding the growing calls from shareholders and other stakeholders and adding women directors. But representation of directors of color in U.S. boardrooms is stagnant. And because boardroom turnover remains persistently low, with new directors once again representing only 8% of all S&P 500 directors, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Diversity, ESG, Stakeholders, Surveys
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Corporate Governance, Business Group Governance and Economic Development Traps
Our paper argues that “good corporate governance” can be a sideshow, and even a distraction, in countries where decision-making power substantially does not rest with the CEOs, officers, and directors of individual listed corporations. In many economies, corporations are organized into business groups (Colpin et al. 2010; Colpin and Hikino 2018). The stock markets of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Business groups, Emerging markets, EU, Europe, International governance, Legal systems, Securities regulation
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Annual Review of Shareholder Activism
Observations on the Global Activism Environment in 2020 COVID “Pause” Is Over Global activity saw a strong snap back in Q4, with 57 new campaigns launched (up 128% from Q3 level) As a result, 2020’s final global campaign tally (182 new campaigns launched) was down only 13% from 2019 The Q4 rebound was most pronounced […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Boards of Directors, ESG, Index funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy advisors, Repurchases, Shareholder activism
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ESG Disclosures: Guiding Principles and Best Practices for Investment Managers
Whether preparing or reviewing Environmental, Social, and Governance (ESG) disclosures for compliance with regulatory requirements in the EU, the United Kingdom (UK) or the United States (US), or for alignment with ESG best practices more broadly in response to investor demand, investment managers and their funds should consider certain guiding principles and best practices. In […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Europe, International governance, Sustainability
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