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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
The New SEC Regulation S-K Rules
The SEC’s amendments to Regulation S-K will come into effect on November 9, 2020 and apply to 10-Qs, 10-Ks and registration statements filed on or after that date as applicable. November 9, 2020 is also the filing deadline for quarterly reports by large accelerated and accelerated filers with quarters ended on September 30, 2020. As […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Form 10-Q, Human capital, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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The Impact of the Pandemic on Executive Compensation
Pandemic Consequences to Executive Pay in 2020 1. Employer actions in response to the pandemic during the first half of 2020. During the first half of 2020, many companies took actions to reduce executives’ salaries. (For example, as indicated in the Stanford Corporate Governance Research Initiative study noted below, 424 Russell 3000 companies reduced CEO […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Bonuses, COVID-19, Executive Compensation, Firm performance, Incentives, Market conditions, Pay for performance
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2020 Climate in the Boardroom
In the face of a global pandemic, climate-driven hurricanes, wildfires, and other extreme weather events, and the subsequent economic crisis destroying lives, livelihoods, and property, it is clear that systemic risks are the greatest threat to global economic and financial stability. To investors’ portfolios, the systemic risk of climate change is large, material, and undiversifiable–as […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Index funds, Institutional Investors, Shareholder proposals, Shareholder voting, Sustainability
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Virtual Shareholder Meetings in the 2021 Proxy Season
The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season—the period from April through June when a substantial number of public companies hold their annual meetings—took place at all is a credit to the collaborative efforts and flexibility of many different participants in the proxy ecosystem, including […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, COVID-19, Institutional Investors, Proxy advisors, Proxy season, Securities regulation, Shareholder meetings, Shareholder voting, Virtual meetings
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Why and How Capitalism Needs to Be Reformed
Before I explain why I believe that capitalism needs to be reformed, I will explain where I’m coming from, which has shaped my perspective. I will then show the indicators that make it clear to me that the outcomes capitalism is producing are inconsistent with what I believe our goals are. Then I will give […]
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It’s been just over a year since over 180 CEOs signed on to the Business Roundtable’s (BRT) statement on the purpose of a corporation, committing to lead their companies for the benefit of all stakeholders, not just shareholders. This statement formally set a new vision for corporate action and drew a lot of attention from media, businesses, […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Business Roundtable, Climate change, Corporate purpose, ESG, Institutional Investors, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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Treasury Issues Final Rule Updating CFIUS Regulations
On September 15, 2020, the Office of Investment Security of the U.S. Department of the Treasury (“Treasury”) published a final rule modifying the Committee on Foreign Investment in the United States’ (“CFIUS” or the “Committee”) regulations relating to its mandatory declaration provisions. The most significant amendments pertain to the mandatory filing requirements for certain foreign […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFIUS, International governance, Securities enforcement, Securities regulation, Tech companies, Treasury Department
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SEC Increases Rule 14a-8 Thresholds
The U.S. Securities and Exchange Commission (“Commission”) has adopted amendments to the proxy rules to increase the threshold requirements for shareholders to access a company’s proxy materials. These new rules will make it more difficult for certain shareholders seeking to submit shareholder proposals for inclusion at a company’s special or annual meeting of shareholders. Previously, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Exchange Act, Proxy materials, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Short-Termism Revisited
Improving fundamental analysis by considering agency problems Since at least the 1980s, economists have discussed agency problems: when agents such as managers at a company act in their own interest rather than in the interests of their principals, the shareholders. CFA Institute is interested in learning how to address agency problems through better fundamental analysis […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accounting, Agency costs, Climate change, Engagement, Environmental disclosure, ESG, Incentives, Institutional Investors, Long-Term value, Short-termism, Stakeholders, Sustainability
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Reporting Threshold for Institutional Investment Managers
The Society for Corporate Governance (the “Society” or “we”) appreciates the opportunity to provide comments to the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on the proposed changes to the reporting threshold for Form 13F reports by institutional investment managers (the “Proposed Rules”). We respectfully submit this letter in opposition to the […]
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