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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
Corporate Governance Survey — 2020 Proxy Season Results
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon Valley, Fenwick has collected information on corporate governance in order to counsel our clients on best practices and industry norms. We have collected this data since 2003 and believe this […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Classified boards, Diversity, Dual-class stock, Majority voting, Ownership, Shareholder voting, Staggered boards, State law, Surveys
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The New Paradigm in the C-Suite and the Boardroom
In October of 2015, we issued a paper—Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War?—in which we questioned whether the growing recognition by investors of the adverse effects of short-termism and activism on corporate performance, as evidenced by the excessive risk-taking that culminated in the 2008-2010 financial crisis, would […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, ISS, Long-Term value, Proxy advisors, Short-termism, Stakeholders, Stewardship, World Economic Forum
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Weekly Roundup: January 1–7, 2020
Preparing Your 2020 Form 20-F Posted by Michael Willisch, Reuven B. Young, and Connie Milonakis, Davis Polk & Wardwell LLP, on Saturday, January 2, 2021 Tags: Compliance and disclosure interpretation, Cybersecurity, Disclosure, Environmental disclosure, ESG, Financial reporting, Management, Mergers & acquisitions, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation Shareholder Activism at Closed-End Funds in the Wake of Covid-19 Posted by Keith E. Gottfried, Morgan, Lewis & Bockius […]
Click here to read the complete postRestoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy—A Reply to Professor Rock
In his excellent article, For Whom is the Corporation Managed in 2020?: The Debate Over Corporate Purpose, Professor Edward Rock articulates his understanding of the debate over corporate purpose and surfaces four separate, but related, questions that views as central to that debate: First, what is the best theory of the legal form we call […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, HLS Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Bailouts, Corporate Social Responsibility, Delaware law, ESG, Financial crisis, Institutional Investors, International corporate governance, Long-Term value, Social contract, Stakeholders, Sustainability
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Board Memo 2021: A Guide to Taking On the Recovery Era
Managing environmental, social and governance considerations While ESG has been steadily increasing in importance year after year, the pandemic has catapulted the “E” (environmental) and the “S” (social) to the top of board agendas. As boards and management teams prepare for, and adapt to, the recovery period ahead, strategic and deliberate management and disclosure of […]
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Posted in Boards of Directors, ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, COVID-19, ESG, Mergers & acquisitions, Proxy advisors, Securities litigation, Shareholder activism, Shareholder suits, Sustainability, Virtual meetings
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Another Year of Virtual Shareholder Meetings
During the first half of 2020, the number of public companies holding virtual annual meetings sky rocketed due to the COVID-19 pandemic, increasing almost fivefold compared to the 2019 calendar year, with Broadridge Financial Solutions, a public corporate services company (Broadridge), alone hosting nearly 1,500 virtual shareholder meetings. Looking ahead, due to the uncertainty relating […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder meetings, State law, Virtual meetings
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Rethinking Corporate Prosecutions
Today, a familiar pattern plays out over and over in corporate prosecutions. A U.S. Attorney’s Office begins an investigation and quickly finds its scope will overwhelm their logistical capacity. For example, it may be a Foreign Corrupt Practices case that spans six countries and three continents, has thousands of documents, millions of emails, and at […]
Click here to read the complete postEffective Delegation in Advisory Agreements
In a recent court case captioned Packer ex rel 1-800-Flowers.com v. Raging Capital Management, LLC, 2020 WL 6844063, __ F.3d __ (2d Cir. Nov. 23, 2020), the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated a grant of summary judgment to plaintiffs by the lower District Court, which had previously held […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Hedge funds, Institutional Investors, Investment advisers, Liability standards, Section 16(b), Securities enforcement, Securities litigation, Securities regulation, U.S. federal courts
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Say-on-Pay Votes and Compensation Disclosures
Companies should also consider their recent annual say-on-pay votes and general disclosure best practices when designing their compensation programs and communicating about their compensation programs to shareholders. This year, companies should understand key say-on-pay trends, including overall 2020 say-on-pay results, factors driving say-on-pay failure (i.e., those say-on-pay votes that achieved less than 50% shareholder approval), […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder voting
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A Letter to the SEC Chairman
I am writing in regards to the notice that the Securities and Exchange Commission (SEC or the Commission) will, on Wednesday, December 16, 2020, consider adopting rules that “will require resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments for the commercial development of oil, natural gas, or minerals.” […]
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