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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
Regulatory Solutions: A Global Crackdown on ESG Greenwash
The meteoric global rise of ESG investing is increasingly being met with an equally ambitious regulatory disclosure regime, and, targeting greenwashing, policymakers are beginning to bare their teeth. In the latest salvo, on 25 May the US Securities and Exchange Commission (SEC) voted 3:1 to approve two proposals enhancing scrutiny of ESG funds and advisers’ […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Boards of Directors, Climate change, ESG, Institutional Investors, Risk, Say on climate, Shareholder proposals, Shareholder voting, Stakeholders
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Meeting Expectations for Board Diversity
Corporate boardroom diversity has increased significantly over the last few years, and the interest in and demand for gender and racial/ethnic diversity on boards of directors remain high. Lack of corporate board diversity has attracted the attention of shareholders, regulators, employees, customers and other stakeholders, resulting in regulations and various initiatives intended to increase the […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Board dynamics, Board turnover, Boards of Directors, Diversity, ESG, Institutional Investors, Proxy advisors, Securities regulation
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Chancery Court Continues to Reject Demand Futility Claims Post-Zuckerberg
In September 2021, in United Food and Commercial Workers Union v. Zuckerberg, the Delaware Supreme Court embraced the Court of Chancery’s suggestion that the analysis for evaluating demand futility in derivative cases should be streamlined. Rather than employing the prior Aronson v. Lewis or Rales v. Blasband standards, the Supreme Court set forth a new, […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Controlling shareholders, Delaware cases, Delaware law, Demand futility, Derivative suits, Pension funds, Securities litigation, Shareholder suits
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Competing Views on the Economic Structure of Corporate Law
I recently placed on SSRN a new essay, Competing Views on the Economic Structure of Corporate Law. This essay was written for the symposium issue of the University of Chicago Business Law Review celebrating the thirty-year anniversary of the publication of The Economic Structure of Corporate Law by Frank Easterbrook and Daniel Fischel (“E&F”). The […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research
Tagged Corporate purpose, Hostile takeover, Legal systems, Market efficiency, Mergers & acquisitions, State law, Takeovers
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When 9 is the Perfect Number
No corporate director dreams of sitting on an ineffective board—yet many will find themselves serving on a board that underperforms relative to their expectations. As part of our 2022 Global Director Behaviors and Board Culture study, over 1,100 directors shared insights about the people they serve with, how they focus their time and attention, and […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Board oversight, Board performance, Boards of Directors
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“Minimum Standards” for Lawyers Practicing Before the SEC
In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled mandate” of Section 307 of the Sarbanes-Oxley Act of 2002 and establish minimum standards for lawyers practicing before the Commission. […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged General counsel, Inside counsel, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities litigation, Securities regulation
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The SEC’s Authority to Pursue Climate-Related Disclosure
On behalf of the 30 undersigned law professors, all of whom teach and write on U.S. securities law and capital markets regulation, we welcome the opportunity to provide our views on the Commission’s recent proposal related to the enhancement and standardization of climate-related disclosures for investors (the “Proposal”). We focus on a single question—whether the […]
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Posted in Academic Research, Accounting & Disclosure, ESG, SEC Comment letters, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Materiality, Regulation S-K, SEC, Securities regulation
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Corporate Racial Equity Tracker
In the two years since the killing of George Floyd and other Black Americans ignited a national reckoning with racial injustice, dozens of America’s largest companies have made unprecedented commitments to advancing racial equity in their workplaces and communities. Last year, we began tracking these commitments—as well as the concrete actions corporate America was beginning […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation ratios, Corporate Social Responsibility, Disclosure, Diversity, ESG, Human capital, Stakeholders
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Proposed ESG Disclosure Requirements for Investment Advisers and Investment Companies
Key Points: The proposal on ESG disclosures for investment advisers and registered investment companies would introduce requirements for advisers and registered funds that consider ESG factors in their investment processes to disclose more about those factors’ role in investment decisions. The Names Rule proposal would extend the 80% investment policy requirement to registered funds with […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, Investment advisers, SEC, SEC rulemaking, Securities regulation, Sustainability
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Proposal on Climate-Related Disclosures Falls Within the SEC’s Authority
I write to comment on legal authority. The proposal is well within the Commission’s authority to adopt. Critiques on legal grounds fall far short of what would be needed for a court to overturn the rule. Congress, having made a fundamental policy judgment to require “full and fair” disclosure to protect investors, directed the Commission […]
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