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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
2022 Say on Pay & Proxy Results
Breakdown of Say on Pay Vote Results 26 Russell 3000 companies (2.7%) failed Say on Pay thus far in 2022, 9 of which are in the S&P 400. 17 companies failed since our last report (bolded in the table later in this post). The failure rate has increased 80 basis points since our last report […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Proxy season, Say on pay, Shareholder proposals, Shareholder voting
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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 Board dynamics, Board leadership, Board performance, Boards of Directors, Corporate culture, International governance
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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 Climate change, Comment letters, Environmental disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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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 Boards of Directors, Derivative suits, Fiduciary duties, International governance, Management, Minority shareholders, Securities litigation, Shareholder suits, UK
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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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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 Proposed SEC Climate Disclosure Rule: A Comment from Eight U.S. Senators
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Senator Brian Schatz, Senator Sheldon Whitehouse, Senator Elizabeth Warren, Senator Sherrod Brown, Senator Martin Heinrich, Senator Alex Padilla, Senator Tammy Baldwin, and Senator Jeffrey A. Merkley. Below is the text of the letter with minor […]
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