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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Roadmap 2030
The Ceres Roadmap 2030 is a 10-year action plan that challenges companies to become sustainable business leaders, advancing the transition to a more equitable, just and sustainable economy. It provides clarity and direction in the development of credible, effective and appropriately ambitious sustainable business strategies and priorities. To achieve this vision, the Ceres Roadmap 2030 […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Accountability, Climate change, Corporate Social Responsibility, Disclosure, Diversity, Environmental disclosure, ESG, Long-Term value, Oversight, Stakeholders, Sustainability, Transparency
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Back to the Future? Reclaiming Shareholder Democracy Through Virtual Annual Meetings
The COVID-19 global pandemic and subsequent state responses had immediate and direct impacts on annual shareholders meetings across companies large and small. In the midst of the 2020 annual meeting season, COVID-19 was declared a pandemic and a national state of emergency was declared in the United States resulting in forty-three states issuing mandatory stay-at-home […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged COVID-19, Institutional Investors, Proxy season, Retail investors, Shareholder meetings, Shareholder proposals, Shareholder voting, Virtual meetings
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Preparing to Survive and Thrive Amidst the Next Crisis
This checklist will help boards enable their companies to anticipate, manage, and survive the next crisis, even as the novel coronavirus pandemic continues to cause unprecedented disruption and uncertainty. Takeaways Learning from the Covid-19 pandemic and the overall heightened turbulence of 2020, boards can take crisis management to the next level and oversee “foresight” or […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, COVID-19, Engagement, ESG, Management, Risk management, Succession
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Survey Analysis: ESG Investing Pre- and Post-Pandemic
Key Takeaways A considerable proportion of respondents to the survey (62.5%) report that the Social domain of the Environmental, Social and Governance (ESG) spectrum is attracting more of their attention since the beginning of the COVID-19 pandemic. Governance remains the most important ESG factor in the investment analysis and stewardship activities of 86% of respondents. […]
Click here to read the complete postAre ISS Recommendations Informative? Evidence from Assessments of Compensation Practices
Proxy advisors recommend to institutional investors how they should vote on the nomination of board members and other corporate governance issues, including executive compensation. The advisor with the largest US market share is Institutional Shareholder Services (ISS). ISS and other advisors do not own equity in the companies about which they provide voting advice, nor […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Institutional Investors
Tagged Asset management, Capital allocation, Capital markets, Executive Compensation, Fund managers, Index funds, Institutional Investors, Market efficiency, Mutual funds, Skin in the game
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ISS Supports Delaware Choice of Forum Provisions
Institutional Shareholder Services (ISS) has released its proposed 2021 voting policy updates and, for the first time, proposes expressly recognizing the benefits of Delaware choice of forum provisions for Delaware corporations and generally recommending in favor of management-sponsored proposals seeking shareholder approval of such charter or bylaw provisions. Under the new ISS policy, ISS would: […]
Click here to read the complete postThe Fiduciary Duties of Bank Boards
Even Bank Directors Are Not “Platonic Masters”: The fiduciary duties of bank boards extend to efforts to exploit banking regulations and manipulate bank regulators When a board of directors takes action for the primary purpose of thwarting the effectiveness of shareholders’ election of directors, that board violates its duty of loyalty. The rationale for this […]
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Posted in Banking & Financial Institutions, Corporate Elections & Voting, Financial Regulation, Practitioner Publications
Tagged Agency costs, Bank boards, Banks, Entrenchment, Fiduciary duties, Financial institutions, Financial regulation, Liability standards, Proxy fights, Shareholder activism, Shareholder voting
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Private Equity and COVID-19
Private equity (PE) managers have significant incentives to maximize value. As such, their actions during the COVID-19 pandemic should indicate what they perceive as being important for both the preservation and creation of value. In July–August 2020, we surveyed PE managers about their portfolio performance, decision-making, and activities during the global coronavirus outbreak. More than […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Private Equity
Tagged Capital structure, COVID-19, Decision-making, Firm performance, International corporate governance, Managmenet, Private equity, Value Creation
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How Executives Can Help Sustain Value Creation for the Long Term
Ample evidence shows that when executives consistently make decisions and investments with long-term objectives in mind, their companies generate more shareholder value, create more jobs, and contribute more to economic growth than do peer companies that focus on the short term. Addressing the interests of employees, customers, and other stakeholders also brings about better long-term performance. […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Executive Compensation, Executive performance, Long-Term value, Management, Manager characteristics, Shareholder value, Short-termism, Stakeholders
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Proxy Voting by ERISA Fiduciaries
In the long, dismaying history of regulatory capture, when agencies set up to provide oversight instead issue rules entrenching and subsidizing corporate insiders, disregarding the public interest in transparency, accountability, and robust market forces, it is hard to think of an example as discreditable as this proposal on proxy voting by ERISA fiduciaries. We object […]
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