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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
The Stakeholder Model and ESG
Introduction In August 2019, the Business Roundtable (BRT) released its new stakeholder model of the revised purpose of the corporation, stating explicitly that businesses exist to serve multiple stakeholders—including customers, employees, communities, the environment, and suppliers—in addition to shareholders. This new model was publicly supported by 181 CEOs of major corporations. It could have a […]
Click here to read the complete postThe Revival of Large Consulting Practices at the Big 4 and Audit Quality
Audit firms provide many services beyond those related to the audit of financial statements (FS). Historically, many of these “non-audit” services were provided to audit clients, causing regulators to be concerned about potential auditor independence impairment. The basic idea behind this concern is that by selling significant non-audit fees to their audit clients, auditors might […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Accounting, Audits, Form 8-K, Mergers & acquisitions, PCAOB, Sarbanes–Oxley Act, SOX
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Diversity Strategy, Goals & Disclosure: Our Expectations for Public Companies
As a long-term investor in more than 10,000 public companies across the world, State Street Global Advisors believes that the single most important driver of long-term value is a strong, independent and effective board exercising high-quality oversight. In turn, we have long appreciated the positive correlation among diversity at the workforce and board levels, effective […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Diversity, Engagement, ESG, Human capital, Institutional voting, Long-Term value, Reputation, SASB
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A View on the SEC Rule Regarding Human Capital Disclosures
The Securities and Exchange Commission issued its long-awaited amendments to Regulation S-K, the regulation which contains the detailed disclosure requirements (other than financial statements) applicable to registration statements, periodic reports, proxy statements, and other filings under the United States federal securities laws. The rulemaking includes a new requirement that public companies disclose information about “human […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged ESG, Human capital, Regulation S-K, SASB, SEC, SEC rulemaking, Securities regulation, Sustainability
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Directors’ Right to Access Privileged Communication
A recent decision of the Delaware Court of Chancery in the ongoing WeWork/SoftBank litigation addressed a previously unresolved question: can management withhold its communications with company counsel from members of the board of directors on the basis that such communications are privileged? Building on past Delaware decisions concerning directors’ rights to communications with company counsel, […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, Conflicts of interest, Contracts, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees, WeWork
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SEC Changes Rules Affecting Risk Factors, Litigation and Disclosures by US Public Companies
The SEC issued new rules on August 26, 2020 which affect the business description, litigation disclosure, and risk factor disclosure of SEC-reporting companies in their annual and quarterly reports (10-K and 10-Q), registration statements (S-1 and S-3), and M&A disclosure filings (S-4 and 14A) filed with the SEC. These provisions had not been significantly revised […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Environmental disclosure, Form 10-K, Form 10-Q, Human capital, Risk disclosure, SEC, SEC rulemaking, Securities litigation, Securities regulation
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Weekly Roundup: September 4–10, 2020
Exit vs. Voice Posted by Eleonora Broccardo (University of Trento), Oliver Hart (Harvard University), and Luigi Zingales (University of Chicago), on Friday, September 4, 2020 Tags: Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Exit, Institutional Investors, Mutual funds, Stakeholders, Sustainability Meaningful Communications with Stakeholders During COVID-19 Posted by Eric Knachel, Deloitte & Touche LLP, on Friday, September 4, 2020 Tags: Accounting, Accounting standards, COVID-19, Disclosure, Financial reporting, GAAP, Risk, Risk disclosure SEC Expands Population Eligible to […]
Click here to read the complete postAn ASX Executive Remuneration Study
COVID-19 and the Impact on Remuneration The COVID-19 pandemic has had a severe negative impact on the global market. Australia is no exception, with nearly one million Australians losing their jobs. Amidst the crisis, various companies called on their board of directors to develop and implement crisis management strategies to maintain cash positions and ensure […]
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Posted in ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Australia, Compensation ratios, COVID-19, ESG, Executive Compensation, Incentives, Institutional Investors, International governance, Management, Pay for performance, Proxy advisors, Say on pay
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