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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
Board Diversity: No Longer Optional
Research finds correlation between board diversity and company’s financial performance Several studies have established that there is a correlation between diversity and companies’ financial performance. In 2018, McKinsey’s report stated: “Diverse companies are 33% more likely to have greater financial returns than their less-diverse industry peers.” In another study, BCG reported that companies with above-average […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, California, Diversity, ESG, Stakeholders, State law
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Reclaiming “Value” in the True Purpose of the Corporation
As corporate boards have increasingly embraced broad stakeholder governance and sustainable value creation in confronting today’s urgent environmental and social challenges, some critics have sown confusion by claiming that stakeholder governance stands at odds with a duty to promote shareholder value. Remarkably, some now even argue that those directors who view their fiduciary duty as […]
Click here to read the complete postNew Law Requires Diversity on Boards of California-Based Companies
In a move that continues California’s push for increased diversity on corporate boards, Governor Gavin Newsom on September 30, 2020 signed into law a bill that requires publicly held companies headquartered in the state to include board members from underrepresented communities. The action follows passage of a similar law in 2018 mandating that public companies […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, State law
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Market Forces Already Address ESG Issues and the Issues Raised by Stakeholder Capitalism
Stakeholders versus Shareholders There is currently much discussion of stakeholder capitalism, the proposition that firms should be run in the interests of all their stakeholders, including workers, and various types of securityholders, and not just shareholders. My theme is that contract structures—the contracts negotiated among a firm’s stakeholders—address stakeholder interests. Contract structures are an important […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, ESG
Tagged Contracts, Corporate Social Responsibility, ESG, Incentives, Market efficiency, Shareholder activism, Shareholder value, Social contract, Stakeholders
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2020 Proxy Season Review
This post covers our Stewardship Engagement Guidance to companies in response to COVID-19, the integration of R-Factor™ into our Proxy Voting and Engagement Guidelines, the enhancement of our Proxy Voting Guidelines on board quality and composition, the impact of our Fearless Girl Campaign following its third anniversary, the launch of our new Stewardship Platform to […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Climate change, COVID-19, Diversity, Engagement, ESG, Institutional Investors, Proxy season, Shareholder proposals, Shareholder voting, Sustainability
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Weekly Roundup: October 2–8, 2020
SASB’s Proposed Revisions to Its Conceptual Framework and Rules of Procedure Posted by Jeffrey W. Hales and Thomas L. Riesenberg, Sustainability Accounting Standards Board, on Friday, October 2, 2020 Tags: Accounting, Accounting standards, Disclosure, Environmental disclosure, ESG, Materiality, Sustainability Stockholder Claims Dismissed Even After Corwin Defense Fails Posted by Roger A. Cooper and Mark E. McDonald, Cleary Gottlieb Steen & Hamilton LLP, on Friday, […]
Click here to read the complete postReforming CEO Pay to Grow the Pie for Wider Society
Executive pay is a topic that has captured nearly everyone’s attention—and anger. While most company decisions, such as appointing a new CEO, changing its strategy, and selling a division, typically only make the business pages of a newspaper, executive pay frequently makes headlines. And while politicians used to run for election promising to reform healthcare […]
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Posted in Academic Research, ESG, Executive Compensation
Tagged Corporate purpose, Corporate Social Responsibility, ESG, Executive Compensation, International corporate governance, Long-Term value, Ownership, Shareholder value, Stakeholders
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Shadow Trading
We examine whether corporate insiders attempt to circumvent insider trading restrictions by facilitating trading in competitors and supply chain partners, an activity we label Shadow Trading. To identify situations in which insiders could use their private information to facilitate shadow trading, we use corporate announcements. We focus on announcements that are likely to represent the […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Disclosure, Earnings announcements, Information asymmetries, Information environment, Inside information, Insider trading, SEC enforcement, Securities enforcement
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CFTC Identifies Climate-Related Financial Risks and Urges Action
On September 9, 2020, the Climate-Related Market Risk Subcommittee of the U.S. Commodity Futures Trading Commission published a report, Managing Climate Risk in the U.S. Financial System, describing the links between climate change and the U.S. financial system. The Report was largely the product of efforts from its sponsor, CFTC Commissioner Rostin Benham, but was […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged CFTC, Climate change, Environmental disclosure, ESG, Risk, Risk oversight, Sustainability, Systemic risk
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Some Thoughts on the Business Roundtable’s Statement of Corporate Purpose
From time to time in the last 150 years, a socialist impulse has taken hold among a significant segment of the U.S. population. This impulse was a primary driver behind the 1880s populists’ movement and among progressives in the 1910s. It was dominant ideology among socialists in the 1930s and among young radicals and intellectuals […]
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