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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
A New Caremark Era: Causes and Consequences
Compliance has become a key corporate governance issue across the globe. Yet until recently, corporate law played a seemingly very limited role. The prevalent standard for director oversight duties (Caremark duties) was set high, effectively demanding that plaintiffs show scienter without having access to discovery. As a result, derivative actions over directors’ failure of oversight […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Books and records, Delaware articles, Delaware cases, Delaware law, DGCL, DGCL Section 220, Fiduciary duties, Securities litigation, Shareholder suits
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Year-End Accounting and Financial Reporting Considerations
The current business and economic landscape is unprecedented. With little to no warning, companies have had to adjust to a variety of challenges, including supply chain disruptions, government-mandated shutdowns, implications of the CARES Act, working remotely, and more. While companies have managed through these challenges for the past several months, this year-end close may be […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Audit committee, Audits, CARES Act, COVID-19, Disclosure, Financial reporting, Forecasting, Human capital, Internal control, Shareholder communications
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A Look at This Year’s Voting Trends Following the US N-PX Disclosures
Familiar Territory Across management proposals, there was not much change this year compared to last. There was a 0.4 percentage point move upwards in the average investor’s support for both all proposals and director elections, and a drop of 0.3 points for Say-on-Pay. These are not exactly headline-grabbing changes, perhaps not even meaningful ones. It […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications
Tagged Engagement, ESG, Executive Compensation, Institutional Investors, Pension funds, Say on pay, Shareholder proposals, Shareholder voting
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Climate Activism: Status Check and Opportunities for Public Companies
The United Nations Framework Convention on Climate Change was established in 1992 with the goal of preventing “dangerous” human interference with the climate system. The Paris Climate Agreement was the most recent attempt to establish international cooperation over climate change. Although the United States withdrew from the agreement effective November 4, 2020, President-elect Joe Biden […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Shareholder proposals, Stakeholders, Sustainability
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Financing Year in Review: From Crisis to Comeback
The Covid pandemic and fears of a global recession roiled financial markets around the world in March and April: U.S. investment grade risk premiums reached their highest levels since the Great Recession and investment grade bond and commercial paper markets briefly froze; the leveraged loan and high-yield bond markets seized shut; and the amount of […]
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Posted in Banking & Financial Institutions, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Capital markets, Covenants, COVID-19, Credit supply, Debt securities, Financial institutions, Financing conditions, Leveraged acquisitions, Mergers & acquisitions
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The Rise of Growth Equity—Connecting PE and VC
Emerging companies have historically been backed by venture capital funds, but as Europe’s startup scene matures, involvement by more traditional private equity investors is growing, particularly in the tech, consumer, and digital health sectors. The number of PE investments in emerging companies has increased year on year, with investments in companies such as Wolt, Moonbug […]
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Posted in Institutional Investors, Practitioner Publications, Private Equity
Tagged Capital formation, Institutional Investors, IPOs, Private equity, Venture capital firms
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CEO Succession Practices in the Russell 3000 and S&P 500
CEO Succession Practices in the Russell 3000 and S&P 500: 2020 Edition provides a comprehensive set of benchmarking data and analysis on CEO turnover to support boards of directors and executives in the fulfillment of their succession planning and leadership development responsibilities. The study reviews succession event announcements about chief executive officers made at Russell […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Diversity, ESG, Executive Compensation, Executive turnover, Management, Manager characteristics, Pay for performance, Succession
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Weekly Roundup: January 8–14, 2020
The New Paradigm in the C-Suite and the Boardroom Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 8, 2021 Tags: Boards of Directors, ESG, Institutional Investors, ISS, Long-Term value, Proxy advisors, Short-termism, Stakeholders, Stewardship, World Economic Forum A Letter to the SEC Chairman Posted by Senator Elizabeth Warren (D-MA), on Friday, January 8, 2021 Tags: Anti-corruption, Investor protection, SEC, SEC enforcement, SEC rulemaking, Section 1504, Securities enforcement, Securities regulation, Transparency Corporate Governance […]
Click here to read the complete postDeFi and the Future of Finance
While the popular media focuses on Bitcoin reaching record highs, there is something else happening in the crypto space that is largely under the radar screen. It is called DeFi or Decentralized Finance, and we examine its structure, opportunities and risks in our recent paper, DeFi and the Future of Finance. Consider the state of […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Blockchain, Capital formation, Cryptocurrency, Equity offerings, Financial institutions, Financial regulation, Financial technology
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Investors Hold Boards Accountable—When Equipped With the Right Reports
Fund boards have long served as independent watchdogs for shareholders, monitoring investment performance, fund expenditures, risk management and conflicts of interest. But to hold boards accountable for that protection, shareholders first need to be aware that boards exist. The U.S. Securities and Exchange Commission has proposed updating mutual fund and exchange-traded fund shareholder reports and […]
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