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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
- 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
Eclipse of Rent-Sharing: The Effects of Managers’ Business Education on Wages and the Labor Share in the US and Denmark
Over the last decades, there has been a decline in the labor share and stagnant wage growth in many advanced economies. In a new working paper, we argue that changing managerial attitudes and practices towards rent-sharing have been a major contributing factor to the decline in the labor share and slowdown of wage growth. In […]
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Posted in Academic Research, Empirical Research, Executive Compensation, International Corporate Governance & Regulation
Tagged Compensation ratios, Denmark, Executive Compensation, International governance, Labor markets, Management, Shareholder value
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Chancery Court Accepts “Novel Theory” of Liability for Directors
In Garfield v. Allen (May 24, 2022), the Delaware Court of Chancery accepted, “with admitted trepidation,” what it called a “novel theory” advanced by the plaintiff—namely, that a corporation’s directors may have breached their fiduciary duties to the stockholders by failing to reverse equity compensation awards made to the CEO after the board became aware, […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Director liability, Equity-based compensation, Executive Compensation, Fiduciary duties, Liability standards, Securities litigation, Shareholder suits
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Long-Awaited ESG Rules
On May 25, 2022, in a long-awaited move, the U.S. Securities and Exchange Commission (“SEC”) issued a pair of rule proposals related to the use of environmental, social and governance (“ESG”) investment practices by open-end and closed-end registered investment companies, as well as by business development companies (“BDCs,” and collectively, “funds”). The SEC’s stated goals […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Say on climate, SEC, SEC rulemaking, Securities regulation, Sustainability
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Paying Well By Paying for Good
Market practice in the FTSE 100 shows the changing nature of ESG targets in executive pay ESG targets are increasingly prevalent in pay 45% of FTSE 100 companies have an ESG target in the annual bonus, the Long-term Incentive Plan (LTIP), or both 37% use ESG in annual bonus with an average weighting of 15% […]
Click here to read the complete postAvoiding “Entire Fairness” Review in Claims against SPAC Boards through Corwin
Special purpose acquisition company (“SPAC”) business combinations have provided a novel and difficult context to apply traditional fiduciary duty doctrines in Delaware law. Recently, in In re MultiPlan Corp. Stockholders Litigation, the Delaware Chancery Court issued a ruling denying a motion to dismiss breach of fiduciary duty claims brought against a SPAC’s fiduciaries in connection […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, SPACs, Special purpose vehicles
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It Pays For Companies To Leave Russia
I. Introduction and Methodology Since Russia’s invasion of Ukraine began in February 2022, the first author has led an intensive effort to track the responses of well over 1,200 public and private companies from across the globe, with almost 1,000 companies publicly announcing they are voluntarily curtailing operations in Russia to some degree beyond the […]
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Posted in Academic Research, Corporate Social Responsibility, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, International governance, Reputation, Risk, Risk management, Russia, Ukraine
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The Lessons Behind Women’s Gains in Board Leadership
Last week, a California judge struck down a law passed in 2018 requiring publicly traded companies headquartered in the state to have at least one woman on their board. The move follows a similar ruling from a judge last month, deeming a state law passed in 2020 requiring companies to meet a quota of at least one racially, […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Engagement, ESG, Institutional Investors
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Weekly Roundup: June 17-23 , 2022
ESG Global Study 2022 Posted by Jessica Ground, Capital Group, on Friday, June 17, 2022 Tags: Asset management, Climate change, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Risk, Surveys, Sustainability, Transparency What’s “Controversial” About ESG? A Theory of Compelled Commercial Speech under the First Amendment Posted by Sean J. Griffith (Fordham Law School), on Friday, June 17, 2022 Tags: Climate change, Disclosure, Environmental disclosure, ESG, SEC, Securities enforcement, Securities regulation, Sustainability Time Running Out Under the […]
Click here to read the complete postStatement by Commissioner Peirce on the Regulatory Flexibility Agenda
Chair Gensler’s Regulatory Flexibility Agenda for the Securities and Exchange Commission sets forth flawed goals and a flawed method for achieving them. The agenda, if enacted, risks setting off the regulatory version of a rip current—fast-moving currents flowing away from shore that can be fatal to swimmers. Just as certain wave and wind conditions can […]
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Proposal on Climate-Related Disclosures for Investors
This post is based on a comment letter sent to the SEC by Stephen M. Bainbridge (UCLA), Jonathan Berk (Stanford), Sanjai Bhagat (Colorado), Bernard S. Black (Northwestern), William J. Carney (Emory), Lawrence A. Cunningham (GW), David J. Denis (Pittsburgh), Diane Denis (Pittsburgh), Charles M. Elson (Delaware), Jesse M. Fried (Harvard), Sean J. Griffith (Fordham), Jonathan […]
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