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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
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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SEC Adopts Rules to Modernize and Streamline Exempt Offerings
On November 2, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to certain rules under the Securities Act of 1933, as amended (“Securities Act”) that are intended to, among other things, close gaps and reduce complexities in the exempt offering framework that may impede access to capital for issuers and thereby […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accredited investors, Capital formation, Equity offerings, Institutional Investors, Registration exemptions, Regulation D, Regulation S, Safe harbor, SEC, SEC rulemaking, Securities regulation
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The Department of Labor’s ESG-less Final ESG Rule
On October 30, 2020, the U.S. Department of Labor (“DOL”) released its final regulation (“Final Rule”) relating to a fiduciary’s consideration of environmental, social and governance (“ESG”) factors when making investment decisions for plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In response to the proposed rule (the “Proposal”), […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged DOL, ERISA, ESG, Fiduciary duties, Fiduciary rule, Institutional Investors, Investment advisers, Pension funds, Retirement plans
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Why Have CEO Pay Levels Become Less Diverse?
In our working paper, we examine the evolution of cross-sectional variation in CEO pay levels. Using a wide sample of over 5,000 U.S. public firms, spanning from 2002 to 2018, we document a new stylized fact: Over the last decade, the variation in CEO pay levels across firms (i.e., the “second moment of pay”) has […]
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