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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
Statement by Commissioner Crenshaw on Resource Extraction
Today we find ourselves in a difficult situation. On one hand, we have a clear congressional mandate to promulgate a rule directing issuers to disclose certain resource extraction payments. On the other hand, we are bound by the requirements of the Congressional Review Act (“CRA”), which states that any rule we adopt today may not […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Anti-corruption, Conflicts of interest, Disclosure, Dodd-Frank Act, ESG, FCPA, International governance, SEC, SEC rulemaking, Securities regulation
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Applying Discretion to Outstanding Incentive Awards in the COVID-19 Era
When COVID-19 first began impacting the US economy, many companies faced unclear financial forecasts and uncertainty on whether incentive plans would appropriately reward executives and employees for their contributions, pre– and post–COVID-19. Rather than overhaul in-flight incentive plans at a time of great uncertainty, many companies decided to take a “discuss now, act later” approach. […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, COVID-19, Disclosure, ESG, Executive Compensation, Glass Lewis, Human capital, Incentives, Institutional Investors, ISS, Proxy advisors, Securities regulation
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The Big Three and Corporate Carbon Emissions Around the World
In our study The Big Three and Corporate Carbon Emissions Around the World, forthcoming at Journal of Financial Economics, we analyze the role of the three largest asset managers in the world—BlackRock, Vanguard and State Street Global Advisors—in reducing companies’ carbon emissions. The current interest in the Big Three responds to the unique combination of […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors
Tagged BlackRock, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, SSgA, Sustainability, Vanguard
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Demand for Better ESG Oversight and Disclosure in Canada
Two Notable ESG Developments in Canada Many Canadian public companies have been accused of being slow to disclose environmental, social and governance (“ESG”) factors that are material for their companies’ long term sustainability. In November, two notable developments occurred which should focus Canadian boards of directors and management on how directors oversee material ESG factors […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Canada, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, ISS, Pension funds, Proxy advisors
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BlackRock Investment Stewardship Global Principles
The purpose of this post is to provide an overarching explanation of BlackRock’s approach globally to our responsibilities as a shareholder on behalf of our clients, our expectations of companies, and our commitments to clients in terms of our own governance and transparency. Introduction to BlackRock BlackRock’s purpose is to help more and more people […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Board composition, Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability
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Is Conflicted Investment Advice Better than No Advice?
Studies of financial services industries have consistently found evidence of conflicted advice. Financial advisors, in a variety of settings, including mutual funds, insurance, and brokerage accounts, have been found to recommend higher-commission products. One implication is that the quality of financial advice that investors receive has room for improvement, perhaps through increased standards of care. […]
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Posted in Academic Research, Empirical Research
Tagged Asset management, Broker-dealers, Conflicts of interest, Fund performance, Investment advisers, Mutual funds, Retirement plans
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Section 220 as Pre-Complaint Discovery—Recent Developments
Two recent decisions of the Delaware courts confirm that Section 220 of the Delaware General Corporation Law will be consistently interpreted to grant pre-complaint discovery to stockholders seeking to prepare fiduciary-breach litigation. In Pettry v. Gilead Sciences, Inc., a group of Gilead stockholders sought to inspect corporate documents for the purpose of investigating wrongdoing in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Derivative suits, DGCL Section 220, Discovery, Fiduciary duties, Securities litigation, Shareholder suits
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Leading Digital and Cybersecurity Risk Factor Disclosures for SEC Registrants
As the United States continues to reel under the systemic risks and failures of the expanding coronavirus, cybersecurity risk remains a present and escalating threat to America’s companies and its future. At the same time, the amount of business value reliant upon digital technologies continues to grow. An accurate understanding of digital and cybersecurity risk […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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From Managers to Markets: Valuation and the Shareholder Wealth Paradigm
The shareholder wealth paradigm displaced a managerialist model where investors deferred to managers with the expertise to efficiently allocate resources within the firm. The corporate managers who administered such internal capital markets faced less pressure to generate profits than they do today. Managers viewed themselves as trustees with duties to balance the interests of various […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Corporate purpose, Firm performance, Institutional Investors, Management, Shareholder primacy, Shareholder value, Short-termism, Stock returns
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