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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
Statement by Commissioner Roisman on Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8
Change is difficult. Especially when something has been a certain way for as long as you can remember. Twenty-two years have passed since the Commission last updated Rule 14a-8. In particular, the submission threshold was last substantively reviewed and amended in 1998, and the resubmission thresholds have not been updated since 1954. Yet, over the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Ownership, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Remarks by Commissioner Lee at the Council of Institutional Investors Fall 2020 Conference
Thank you, Amy [Borrus], for the introduction and for the invitation to speak at your conference. I’m pleased to be here with you all today [Sept. 22, 2020], and want to take this opportunity to thank you and your members for your engagement in our rulemaking process. Your comment letters are unfailingly thorough, analytical, and […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Firm performance, Regulation S-K, SEC, Securities regulation
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The Seven Sins of ESG Management
These poor practices can result in superficial approaches to risk management, leading to missed opportunities as companies seek to adopt robust ESG strategy A growing number of companies are recognizing the opportunity for long-term success that results from an effective environmental, social and governance (ESG) strategy. Rising expectations from stakeholders, including investors, customers, employees and […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Board oversight, Climate change, Disclosure, Environmental disclosure, ESG, Firm performance, Long-Term value, Risk management, Risk oversight
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Federal Forum Provisions May Be Permitted
In a first-of-its-kind ruling in California that came down on September 1, 2020, San Mateo County Superior Court Judge Marie Weiner declined jurisdiction over securities claims against Restoration Robotics by holding that the federal forum provision in the company’s amended and restated certificate of incorporation is not “unenforceable, unconscionable, unjust or unreasonable.” Although Judge Weiner’s […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Forum selection, Incorporations, Jurisdiction, Securities litigation, State law
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A Brief Response Regarding Stakeholder Governance
The recently published Forum post “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws: It misstates to whom the fiduciary duties of directors of Delaware corporations (and of corporations organized in other states that follow Delaware law) are owed and, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Delaware law, ESG, Fiduciary duties, Shareholder value, Stakeholders, State law
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Six Ways Boards are Enhancing Their Evaluations and Related Disclosures
Boards can enhance a culture of continuous improvement by routinely having board members share and receive candid feedback from each other, as well as from senior executives and external parties with whom they regularly interact. This feedback can bring about important adjustments to board dynamics, agendas, processes, meeting materials and resources, and board and committee […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board dynamics, Board evaluation, Board performance, Boards of Directors, Director qualifications
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Proposed Amendments to Shareholder Proposal Rules
The SEC may have postponed until next week the open meeting originally scheduled for yesterday to consider adoption of revisions to the shareholder proposal rules, but Reuters has the inside scoop on the outcome of at least one controversial provision: according to Reuters, say farewell to the “momentum” provision. The expected deletion of the provision, […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Ownership, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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ESG Disclosures: Frameworks and Standards Developed by Intergovernmental and Non-Governmental Organizations
Key Takeaways As ESG matters have increasingly become the focus of investors and regulators, standards of disclosure created by intergovernmental and non-governmental organizations, as well as industry participants, have gained market prominence. The number of ESG disclosure standards and frameworks continues to grow. Investors increasingly demand disclosures within established ESG frameworks. For example, CDP Global […]
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Posted in Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, SASB, Stewardship, Sustainability
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Expanding Opportunities for Investors and Retirees: Private Equity
In recent years, U.S. companies have raised more equity through private offerings available only to institutional and high-net-worth investors than through initial public offerings available to the general public. In addition, the number of U.S. public companies has been steadily declining, and private start-up companies are frequently reaching billion-dollar valuations without opening up to the […]
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Posted in Academic Research, Private Equity, Securities Regulation
Tagged Capital markets, DOL, ERISA, Fund performance, Investor protection, Private equity, Retail investors, Retirement plans, SEC, Securities regulation
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