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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
Competing Views on the Economic Structure of Corporate Law
I recently placed on SSRN a new essay, Competing Views on the Economic Structure of Corporate Law. This essay was written for the symposium issue of the University of Chicago Business Law Review celebrating the thirty-year anniversary of the publication of The Economic Structure of Corporate Law by Frank Easterbrook and Daniel Fischel (“E&F”). The […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research
Tagged Corporate purpose, Hostile takeover, Legal systems, Market efficiency, Mergers & acquisitions, State law, Takeovers
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When 9 is the Perfect Number
No corporate director dreams of sitting on an ineffective board—yet many will find themselves serving on a board that underperforms relative to their expectations. As part of our 2022 Global Director Behaviors and Board Culture study, over 1,100 directors shared insights about the people they serve with, how they focus their time and attention, and […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Board oversight, Board performance, Boards of Directors
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“Minimum Standards” for Lawyers Practicing Before the SEC
In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled mandate” of Section 307 of the Sarbanes-Oxley Act of 2002 and establish minimum standards for lawyers practicing before the Commission. […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged General counsel, Inside counsel, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities litigation, Securities regulation
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Corporate Racial Equity Tracker
In the two years since the killing of George Floyd and other Black Americans ignited a national reckoning with racial injustice, dozens of America’s largest companies have made unprecedented commitments to advancing racial equity in their workplaces and communities. Last year, we began tracking these commitments—as well as the concrete actions corporate America was beginning […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation ratios, Corporate Social Responsibility, Disclosure, Diversity, ESG, Human capital, Stakeholders
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Proposed ESG Disclosure Requirements for Investment Advisers and Investment Companies
Key Points: The proposal on ESG disclosures for investment advisers and registered investment companies would introduce requirements for advisers and registered funds that consider ESG factors in their investment processes to disclose more about those factors’ role in investment decisions. The Names Rule proposal would extend the 80% investment policy requirement to registered funds with […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, Investment advisers, SEC, SEC rulemaking, Securities regulation, Sustainability
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New Climate-Related Financial Disclosures for Private Companies and LLPs
Companies and limited liability partnerships (LLPs) “with the greatest economic and environmental impact” are now subject to the legal requirement to assess their climate risks and disclose climate-related financial information as a result of new regulations which came into force on 6 April 2022. This follows the Financial Conduct Authority (FCA) extending climate-related financial disclosure […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Climate change, Corporate forms, Environmental disclosure, ESG, FCA, International governance, Sustainability, UK
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Time Running Out Under the HFCAA
In December 2020, the Holding Foreign Companies Accountable Act, co-sponsored by Senators John Kennedy, a Republican from Louisiana, and Chris Van Hollen, a Democrat from Maryland, was signed into law. The HFCAA amended SOX to prohibit trading on U.S. exchanges of public reporting companies audited by audit firms located in foreign jurisdictions that the PCAOB has been […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, China, Holding Foreign Companies Accountable Act, International governance, PCAOB, Sarbanes–Oxley Act
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What’s “Controversial” About ESG? A Theory of Compelled Commercial Speech under the First Amendment
The SEC’s proposed climate disclosure rules create an opportunity to reflect on the limits that the First Amendment places upon securities regulation. As regular readers of this blog know, the SEC has proposed rules to make companies disclose their “climate risks” along with their greenhouse gas (“GHG”) emissions and certain climate-related financial metrics. Unlike existing […]
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Executive summary ESG adoption is on the rise, fuelled by client demand and a desire to make an impact. As ESG momentum continues to gain steam, investors are refining and evolving their strategies. This can be seen in the implementation arena, where investors are moving away from basic screening methods towards more targeted and sophisticated […]
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The SEC’s Authority to Pursue Climate-Related Disclosure
On behalf of the 30 undersigned law professors, all of whom teach and write on U.S. securities law and capital markets regulation, we welcome the opportunity to provide our views on the Commission’s recent proposal related to the enhancement and standardization of climate-related disclosures for investors (the “Proposal”). We focus on a single question—whether the […]
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