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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
Glass Lewis and ISS Issue Final 2021 U.S. Voting Policies
Glass Lewis recently released its 2021 U.S. Voting Policies, which heighten focus on board diversity and related disclosures, board tenure and refreshment, and environmental and social risk oversight. The new policies also address incentive compensation plans and shareholder proposals. The new policies generally become effective for shareholder meetings held on or after January 1, 2021. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Diversity, ESG, Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Long-Term value, Proxy advisors, Shareholder proposals, Shareholder voting
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Biden In the Boardroom
A Biden Administration can be expected to have a notable impact on corporate governance, both through specific proposals and by how its policies influence state legislation, “best practices” formulation and board conduct. During the long presidential campaign, progressive candidates floated several proposals with significant potential impact on corporate governance, including the Accountable Capitalism Act, the […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Diversity, ESG, Joe Biden, Presidential elections, Securities regulation, State law
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ISS Updates its Voting Policies
On November 12, Institutional Shareholder Services (“ISS”) published its annual policy updates in its 2021 global proxy voting guidelines, which are effective for shareholder meetings held on or after February 1, 2021. Social and environmental issues, board diversity, shareholder litigation rights and COVID-19 recovery era policies emerged as ISS’ main areas of focus for its […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Arbitration, Board composition, Boards of Directors, COVID-19, Diversity, Environmental disclosure, ESG, Institutional Investors, ISS, Proxy advisors, Risk oversight, Shareholder suits, Sustainability
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Statement by Commissioner Roisman at a Meeting of the Asset Management Advisory Committee
Good morning. I want to thank this Committee for continuing your important work. We are entering the holiday season, but your efforts are clearly not letting up. Thanks to your dedication, as well as the tireless leadership of Ed [Bernard] and the supporting efforts of the Commission staff, you remain focused on the complex topics you […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation
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Boards Beware: Accountability is Rising
Boards are facing new expectations and accountability as stakeholder capitalism gains steam. One year following the release of the Statement on the Purpose of a Corporation by the Business Roundtable, a live debate continues over the purpose of the corporation and to whom the board is accountable. The fact that 181 prominent CEOs signed a […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Accountability, Board oversight, Boards of Directors, Climate change, ESG, Index funds, Shareholder activism, Stakeholders
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Defining the Role of the Audit Committee in Overseeing ESG
Introduction While 2020 has been a challenging year for many companies, the pandemic has provided a reason to spotlight the importance of a purpose-driven strategy to drive business and societal value and highlighted the interrelationship between long-term corporate strategy, the environment, and society. Many companies have also reevaluated their corporate purpose and ability to drive […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Disclosure, Environmental disclosure, ESG, Risk, Risk disclosure, Risk oversight, Sustainability
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Behavioral Corporate Finance: The Life Cycle of a CEO Career
The study of managerial biases and their implications for firm outcomes is one of the fastest-growing research areas in finance. Since the mid-2000s, this strand of behavioral corporate finance has provided ample theoretical and empirical evidence on the influence of biases in the corporate realm. Research in this field has been a leading force in […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Behavioral finance, Decision-making, Management, Manager characteristics, Managerial style, Mergers & acquisitions
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Weekly Roundup: November 27–December 3, 2020
Environmental Spinoffs: The Attempt to Dump Liability Through Spin and Bankruptcy Posted by David F. Larcker, Brian Tayan, and Andrew C. Baker, (Stanford University), on Friday, November 27, 2020 Tags: Bankruptcy, Corporate crime, Corporate liability, DuPont, Environmental disclosure, ESG, Liability standards, Mergers & acquisitions, Monsanto, Securities litigation, Spinoffs 2020 Use of ESG Measures in Incentive Plans Report Posted by Thomas Kohn and Erin Bass-Goldberg, FW Cook, on Friday, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Edmans–Bebchuk Debate on “Stakeholder Capitalism: The Case For and the Case Against”
The European Corporate Governance Institute and the London Business School Centre for Corporate Governance will host next week a virtual debate on stakeholder capitalism between Professors Alex Edmans and Lucian Bebchuk. The debate will be moderated by Gillian Tett of the Financial Times. Edmans will present the case for corporate leaders serving goals other than shareholder value, Bebchuk will question this approach, and Tett will […]
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Posted in Academic Research, HLS Research
Tagged Lucian Bebchuk, Program on Corporate Governance, Shareholder value, Stakeholders
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Examining the SEC’s Proxy Advisor Rule
As proxy advisors have taken on greater visibility and importance in markets in the United States and around the world, scrutiny of the power and influence of proxy advisors has increased commensurately. Over the last decade, Congress has repeatedly considered the role and regulation of proxy advisors. The same is true at the Securities and […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC rulemaking, Section 14, Securities enforcement, Securities regulation, Shareholder voting, Solicitation, Transparency
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