Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

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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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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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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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 […]

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Sense and Nonsense in ESG Ratings

Interactions between firms subject to market discipline and the environmental, social and governance (ESG) context within which they operate have proliferated to the point of influencing board and management behavior, stock prices and corporate valuations—as well as the creation of target investment funds tied to specific ESG outcomes.  In this paper we propose a heuristic […]

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The 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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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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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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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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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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