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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
Trump Legacy: Boom in Corporate Political Disclosure
How has the Trump presidency impacted corporate political disclosure and accountability? The answer might come as a surprise. It’s been a boon and a boom. Over the past four years, more large publicly held U.S. companies than ever before have adopted sound transparency and oversight practices for their political spending. This trend has strengthened between […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Disclosure, Donald Trump, Institutional Investors, Political spending, Shareholder value, Transparency
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Shifting Influences on Corporate Governance: Capital Market Completeness and Policy Channeling
Corporate governance scholarship is typically portrayed as driven by single factor models, for example, shareholder value maximization, director primacy or team production. These governance models are Copernican; one factor is or should be the center of the corporate governance solar system. In this essay, we argue that, as with binary stars, the shape of the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, Institutional Investors
Tagged Agency model, Asset management, Corporate purpose, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Shareholder value, Stewardship
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How Boards Can Calibrate Executive Compensation to The Risk of Disruption
Thanks to emerging digital technologies, many industries are now facing a new wave of disruption. Artificial intelligence is powering autonomous vehicles, while data analytics are reshaping financial services and other consumer industries. AI-powered advances by themselves, according to a 2019 McKinsey study, could boost annual global GDP by $13 trillion, or an additional percentage point. […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, COVID-19, Executive Compensation, Incentives, Innovation, Pay for performance, Shocks
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2020 Annual Corporate Directors Survey
Introduction 2020 has presented unprecedented challenges for companies. While the year generally started like any other, by the end of the first quarter, the COVID-19 pandemic created an unprecedented global health emergency. Business was upturned across the globe, unemployment shot through the roof, US GDP took the greatest fall on record, and many workforces shifted […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, COVID-19, Diversity, Engagement, ESG, Risk management, Risk oversight, Surveys
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The PCAOB’s Revised Research and Standard-Setting Agendas
In late 2017, the U.S. Securities and Exchange Commission (“SEC”) appointed an entirely new Board, giving the five new members the collective opportunity to develop a PCAOB 2.0. In 2018, we issued a Strategic Plan that promised innovative oversight, including with respect to our approach to writing auditing standards. Consistent with our statutory mission, we […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Accounting, Accounting standards, Audits, Institutional Investors, Oversight, PCAOB, Securities regulation
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Incorporating Human Capital Management Disclosures into a Company’s Annual Report
On August 26, 2020, the United States Securities and Exchange Commission (SEC) adopted final amendments under Regulation S-K as part of a Disclosure Effectiveness Initiative to modernize and improve corporate disclosures which will become effective on November 9, 2020. One of the key revisions is the addition of a new disclosure topic that will require […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Corporate culture, Disclosure, Diversity, ESG, Human capital, Index funds, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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Politics and Purpose in Corporate America
Political engagement traditionally has been viewed as a no-win situation for a public company or a public company chief executive officer. In a sharply divided nation, taking sides on a controversial topic can instantly alienate half of a company’s stakeholders, from investors and customers to suppliers and employees. These days, however, silence can also be […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, ESG, Institutional Investors, Management, Reputation, Shareholder primacy, Shareholder value, Stakeholders
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Proposed HSR Rule Change Would Benefit Activists
On September 21, 2020, the U.S. Federal Trade Commission (the “FTC”) published a notice of proposed rulemaking that would, among other things, create a new de minimis exemption under the Hart-Scott-Rodino Antitrust Improvements Act of 1986 (the “HSR Act”), which subjects proposed acquirers of an issuer’s voting securities to notification, filing and waiting period requirements. Significantly, the […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, FTC, Hart-Scott-Rodino Act, Mergers & acquisitions, Securities regulation, Shareholder activism
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SEC Brings Enforcement Action Against Fund Manager for Single 13D Violation
The SEC brought charges against a fund manager for 13D violations, in yet another reminder that it will pursue enforcement actions against filers for Schedule 13D violations even without a pattern of repeat violations. On Sept. 17, 2020, the SEC announced the settlement of charges brought against an investment manager of certain private funds (“IM”) […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Disclosure, Fund managers, Institutional Investors, Ownership, Private funds, Schedule 13D, Securities enforcement, Securities regulation
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