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HLS Faculty & Senior Fellows
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
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 […]
Click here to read the complete postSEC Enforcement Division Releases Final Chapter of Jay Clayton-Led SEC
On the eve of the U.S. presidential election last week, the SEC Enforcement Division released its annual report for fiscal year 2020 (the “Report”), providing an overview of the Division’s enforcement figures, developments, and areas of focus in what Director Stephanie Avakian described as “the most challenging year in recent memory.” This past year has […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged COVID-19, Cryptocurrency, Investment advisers, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers
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ISS Releases New Benchmark Policies for 2021
Yesterday, ISS released its new benchmark policies, effective for shareholder meetings on or after February 1, 2021. In addition to anticipated policy changes (see this PubCo post) regarding board racial and ethnic diversity, shareholder litigation rights (such as exclusive federal forum provisions) and director accountability for governance failures related to environmental or social issues, ISS […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Diversity, Institutional Investors, ISS, Poison pills, Proxy advisors, Shareholder activism, Shareholder voting
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Varieties of Shareholderism: Three Views of the Corporate Purpose Cathedral
The perpetual debate over the objective, or purpose, of the corporation shows no signs of abating. The most recent additions to this discourse leverage the disruption wrought by the Covid-19 pandemic to propound claims for or against (but usually for) stakeholderism—namely, a stakeholder-oriented corporate governance. The World Economic Forum has thus endorsed Stakeholder Principles in […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG
Tagged Corporate purpose, ESG, Fiduciary duties, Shareholder primacy, Stakeholders
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Cyber: New Challenges in a COVID-19–Disrupted World
Background: The pre-COVID-19 environment Cyber, and the challenges it presents to businesses of all types and sizes, was on the board’s agenda well before the onset of the COVID-19 pandemic. Many boards, including their committees, engaged in a wide range of activities to stay informed and vigilant on the topic. As a result, these boards […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight
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Risks of Back-Channel Communications with a Controller
In United Food v. Mark Zuckerberg and Facebook (Oct. 26, 2020), a stockholder of Facebook, Inc. brought suit seeking damages, on behalf of the corporation, for losses Facebook incurred by pursuing and then abandoning a reclassification of its capital structure (the “Reclassification”). The Reclassification had been proposed by, and would have primarily benefitted, the company’s […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Capital structure, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Facebook, Securities litigation
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Russell 3000 Database of Executive Compensation Changes in Response to COVID-19
The COVID-19 crisis significantly altered operational priorities and financial results for companies in nearly all sectors. In recent months, to address some of these issues, many compensation committees have been disclosing executive base salary reductions as well as changes to in-flight and go-forward incentive plans. The Conference Board, in collaboration with Semler Brossy’s research team […]
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Posted in ESG, Executive Compensation, Practitioner Publications
Tagged COVID-19, Equity-based compensation, ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Shareholder value
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Joint Statement by Commissioners Lee and Crenshaw on Amendments to Regulation S-K
We want to start by thanking the staff in the Division of Corporation Finance, Office of the General Counsel, Division of Economic and Risk Analysis, and Office of the Chief Accountant who have worked on this rule. It has gone from proposal to adoption in less than one year’s time, which is not an easy […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Climate change, Disclosure, ESG, Regulation S-K, Risk disclosure, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities regulation, Sustainability
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Investing in a SPAC
Special purpose acquisition companies (SPACs) have seen a surge in 2020. There have been several high-profile private companies, such as DraftKings and Nikola, going public by completing business combinations with SPACs and high-profile investment firms, such as Bill Ackman’s Pershing Square (for the second time) and Jeff Smith’s Starboard Value, sponsoring SPACs of their own. […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisition agreements, Capital formation, Institutional Investors, IPOs, Mergers & acquisitions, Ownership, Private firms, Securities regulation, Special purpose vehicles
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