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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
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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When That Problematic Board Member Just Won’t Leave
Sometimes a corporate director who’s the main source of a company’s reputational problems is the last one to recognize it. That’s why, in order to protect the company from unwanted controversy and reputational harm, boards benefit from discreet tools to remove problematic officers and directors before their terms are up, and without going through a […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board oversight, Board tenure, Board turnover, Boards of Directors, Compliance & ethics, Director qualifications, Misconduct, Reputation
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IPOs Surge While Market Tightens, But Opportunities Remain
Special purpose acquisition companies (“SPACs”) grabbed the investment spotlight this year and remain among the most active investment classes in the market. While the SPAC model has evolved over the better part of the past two decades, SPACs have recently enjoyed an unprecedented surge in popularity as a result of a number of high-profile SPAC […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Capital formation, IPOs, Mergers & acquisitions, PIPE, Private equity, Private firms, Special purpose vehicles
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The CPA-Wharton Zicklin Model Code of Conduct
How can U.S. public companies protect against the risks inherent in spending to influence elections when politics is hyperpartisan, citizens are polarized and a controversy can ignite a wildfire virally and potentially affect a company’s bottom line? The Center for Political Accountability and The Wharton School’s Zicklin Center for Business Ethics Research have produced a […]
Click here to read the complete postNew Rule Governing Use of Derivatives by Registered Investment Companies and BDCs
On Oct. 28, 2020, the SEC voted to adopt new Rule 18f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), to provide a modernized and comprehensive regulatory framework for the use of derivatives by regulated funds, including mutual funds (other than money market funds), exchange-traded funds (“ETFs”), registered closed-end funds and business […]
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Posted in Derivatives, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Board oversight, Broker-dealers, Derivatives, Investment Company Act, Risk management, Rule 18f-4, SEC rulemaking, Securities regulation
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2020 Use of ESG Measures in Incentive Plans Report
Introduction Driven by multiple stakeholders embracing the premise that a strong ESG proposition is an essential element to sustainable long-term company performance, attention on company ESG behavior and transparency is rapidly increasing. Following are recent developments contributing to enhanced focus on ESG: Institutional Investors: Large institutional investors are encouraging companies to increase transparency in their […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Corporate purpose, Disclosure, ESG, Executive Compensation, Incentives, Management, Pay for performance, Say on pay, Shareholder primacy, Stakeholders
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Environmental Spinoffs: The Attempt to Dump Liability Through Spin and Bankruptcy
We recently published a paper, Environmental Spinoffs: The Attempt to Dump Liability Through Spin and Bankruptcy, that examines the practice of companies spinning off their environmental liabilities into separate companies that prove to be inadequately capitalized to meet their obligations. A core tenant of economics is that the creation of shareholder and stakeholder value requires […]
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Posted in Academic Research, Bankruptcy & Financial Distress, ESG, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Bankruptcy, Corporate crime, Corporate liability, DuPont, Environmental disclosure, ESG, Liability standards, Mergers & acquisitions, Monsanto, Securities litigation, Spinoffs
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Weekly Roundup: November 20–26, 2020
Acquisition Experience and Director Remuneration Posted by Addis Birhanu (Ecole de Management de Lyon), on Friday, November 20, 2020 Tags: Boards of Directors, Director compensation, Human capital, Management, Mergers & acquisitions Remarks by Chairman Clayton to the Economic Club of New York Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, November 20, 2020 Tags: Capital formation, Capital markets, Compliance and disclosure interpretation, COVID-19, Disclosure, ESG, SEC, SEC […]
Click here to read the complete postS&P 500 Companies No Longer Receive Drafts of Proxy Advisory Reports During 2021 Proxy Season
Introduction In July 2020, the Securities and Exchange Commission (SEC) adopted new rules regarding the solicitation and delivery of proxy voting advice by the proxy voting advice businesses. These new rules, which are extensive and far reaching, will become effective during the 2022 proxy season. Effective December 1, 2021, proxy advisory firm Institutional Shareholder Services […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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EQT: Private Equity with a Purpose
The private equity (PE) industry has grown enormously over the past 20 years, from roughly $650 billion in assets under management (AUM) in 2000 to almost $5 trillion in September 2019 (of which some $1.7 trillion is now “dry powder”), an increase of 16% from the prior year and a more than seven-fold increase from […]
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Posted in Academic Research, ESG, Institutional Investors, Private Equity
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Private equity, Sustainability
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