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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
Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent influence […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate purpose, Diversity, ESG, Institutional Investors, Management, Shareholder activism, Stakeholders
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Workplace Wellness and Employee Mental Health—An Emerging Investor Priority
With the prospect of global vaccines on the horizon, companies worldwide continue to address the challenges of pandemic management and recovery on their businesses, the communities and constituencies they serve and especially on their employees. As companies seek to prioritize workplace and customer health and safety alongside productivity and the achievement of strategic plans, the […]
Click here to read the complete postThe Download on Data
Data is and continues to be a game changer for organizations across the world. Data science is evolving at an incredible pace, providing opportunities for companies to develop new, or enhance existing, products and services, and streamline operations and employee experience. Unfortunately, breaches and abuses are occurring with alarming frequency, impacting people in very real […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Financial technology, Privacy, Risk management, Risk oversight
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Statement Regarding Audit Quality in Emerging Markets and Recent Developments
Background Over the past several years, the exposure of U.S. investors and our capital markets to companies with significant operations in emerging markets, including China, has increased. This increased exposure carries with it a number of significant risks and challenges, many of which we described in our statement of December 7, 2018 and our more […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, China, Emerging markets, Foreign firms, International governance, Securities regulation
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Public Thrift, Private Perks: Signaling Board Independence with Executive Pay
Boards of directors set CEO pay. Understanding how directors’ incentives affect compensation contracts is therefore essential for understanding executive pay. In a recent paper, we contribute to this goal by proposing a model in which we analyze CEO pay explicitly as a board decision determined by director independence and by directors’ reputational concerns. In the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation
Tagged Board independence, Boards of Directors, Compensation committees, Executive Compensation, Incentives, Management, Signaling
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Silicon Valley and S&P 100: A Comparison of 2020 Proxy Season Results
In the 2020 proxy season, 146 of the technology and life sciences companies included in the Fenwick—Bloomberg Law Silicon Valley 150 List (SV 150) and 98 of the S&P 100 companies held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies
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Compensation-Related Considerations for the 2021 Proxy Season
Companies poised to enter into the upcoming annual report and proxy season should start disclosure preparations early in order to address the complexities that will have inevitably resulted from an unprecedented 2020. In particular, companies will need to take proactive steps to evaluate the impact of the COVID-19 pandemic on executive compensation, the role of […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, COVID-19, Executive Compensation, Human capital, Incentives, Institutional Investors, Proxy advisors, Proxy season, Proxy voting, Say on pay, SEC enforcement, Securities enforcement, Shareholder voting
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Innovation in the Stock Market: Exchanges and ATSs
Is something wrong with the structure of the stock market? Both industry participants and scholars have recently faulted the equity market for its lack of innovation. Economists at Harvard, Chicago, and elsewhere have argued that the continuous nature of modern trading bakes in a problematic arms race among high-frequency traders for speed. Stock exchanges process […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Alternative trading systems, Financial technology, Innovation, Securities regulation
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Preparing for Shareholder Activism in the Wake of COVID-19
The shock, turmoil, uncertainty, and lack of visibility that followed the immediate onset of the coronavirus (COVID-19) pandemic in March 2020 were significant factors accounting for why shareholder activism was relatively subdued during the 2020 proxy season. However, given that activist investors have now had more than eight months to acquire their “sea legs” and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged COVID-19, Hostile takeover, Institutional Investors, Mergers & acquisitions, Proxy season, Proxy voting, Shareholder activism, Shareholder value
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