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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
SEC Amends Disclosure Requirements for Business Sections, Legal Proceedings and Risk Factors
On August 26, 2020, the SEC adopted amendments to Regulation S-K that update disclosure requirements in Item 101(a) (description of the general development of the business), Item 101(c) (narrative description of the business), Item 103 (legal proceedings) and Item 105 (risk factors). The SEC believes the changes will result in a more principles-based, registrant-specific and […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Human capital, Regulation S-K, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Stockholder Claims Dismissed Even After Corwin Defense Fails
In a recent decision, the Delaware Court of Chancery found that the board omitted material information from its proxy statement recommending stockholders vote in favor of an all-cash acquisition of the company, and thus “Corwin cleansing” did not apply. Nonetheless, the court dismissed all claims against the directors because the complaint failed to adequately allege […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions
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SASB’s Proposed Revisions to Its Conceptual Framework and Rules of Procedure
Lawyers don’t typically use conceptual frameworks in their work, but accountants, social scientists, and many other professionals do. For example, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) both have well-established conceptual frameworks. Standard setters develop conceptual frameworks for two reasons: first, they provide an intellectual grounding in core principles […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Accounting, Accounting standards, Disclosure, Environmental disclosure, ESG, Materiality, Sustainability
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Weekly Roundup: September 25–October 1, 2020
Statement by Commissioner Crenshaw on Procedural Requirements and Resubmission Thresholds under Rule 14a-8 Posted by Caroline Crenshaw, U.S. Securities and Exchange Commission, on Friday, September 25, 2020 Tags: Boards of Directors, Institutional Investors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting Statement by Commissioner Peirce on Procedural Requirements and Resubmission Thresholds under Rule 14a-8 Posted by Hester Peirce, U.S. Securities […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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How Great Companies Deliver Both Purpose and Profit
Capitalism is in crisis. The consensus among politicians, citizens, and even executives themselves—on both sides of the political spectrum and throughout the world—is that business just isn’t working for ordinary people. It enriches the elites, playing scant attention to worker wages, customer welfare, or climate change. Citizens, and the politicians that represent them, are fighting […]
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Posted in Academic Research, Corporate Social Responsibility, ESG
Tagged Business Roundtable, Corporate purpose, Corporate Social Responsibility, ESG, Milton Friedman, Profitability, Shareholder value, Stakeholders
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2020 Annual Corporate Governance Review
The Impact of COVID-19 on the 2020 Proxy Season The COVID-19 global pandemic fundamentally altered the 2020 U.S. proxy season by changing the logistics of annual meetings, introducing regulatory changes, influencing voting decisions and shaping future shareholder proposal trends. Changing Meeting Logistics and Investor Perceptions Restriction on travel and large gatherings combined with growing global […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting
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Managing Climate Risk in the U.S. Financial System
Climate change poses a major risk to the stability of the U.S. financial system and to its ability to sustain the American economy. Climate change is already impacting or is anticipated to impact nearly every facet of the economy, including infrastructure, agriculture, residential and commercial property, as well as human health and labor productivity. Over […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Materiality, Risk, Risk disclosure, Sustainability
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Investment Stewardship 2020 Annual Report
Our fiduciary responsibility BlackRock Investment Stewardship’s (BIS) activities are a crucial component of our fiduciary duty to our clients. Investment stewardship is how we use our voice as an investor to promote sound corporate governance and business practices to help maximize long-term shareholder value for our clients, the vast majority of whom are investing for […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged BlackRock, ESG, Institutional Investors, Institutional voting, Management, Risk management, Shareholder activism, Shareholder proposals, Stewardship, Sustainability
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The Enduring Wisdom of Milton Friedman
Milton Friedman wrote his famous piece about corporate social responsibility 50 years ago. The wisdom of the piece has been influential, productive, and remains true today. It is important to understand what Friedman actually said and meant: “There is one and only one social responsibility of business—to use its resources and engage in activities designed […]
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Posted in Academic Research, Boards of Directors, ESG, Institutional Investors
Tagged Corporate purpose, ESG, Institutional Investors, Milton Friedman, Shareholder primacy, Shareholder value, Stakeholders
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2020 AGM Season Review
Key Figures
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Dividends, Executive Compensation, Institutional Investors, International governance, Shareholder meetings, Shareholder voting, Virtual meetings
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