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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
An 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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DOL Proposes Rules Clarifying When ERISA Fiduciaries Need to Vote Proxies
On August 31, 2020, the U.S. Department of Labor (the “DOL”) proposed for public comment rules to clarify a misunderstanding that ERISA fiduciaries are required to vote all proxies, which it believes has caused plans to expend assets unnecessarily and without economic benefit to plan beneficiaries. The proposed rules provide that “fiduciaries must not vote in circumstances where plan […]
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Posted in Corporate Elections & Voting, Court Cases, ESG, Practitioner Publications, Securities Regulation
Tagged DOL, Engagement, ERISA, ESG, Fiduciary duties, Proxy advisors, Securities regulation, Shareholder voting
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Addressing the Challenge of Board Racial Diversity
After taking up the challenge of increasing board gender diversity, companies are now increasingly facing the challenge of achieving board racial diversity. Recent social unrest over systemic racial injustice has pushed racial inequity into sharp relief, leading many companies to consider actions they could take to implement the needed systemic transformation. Because, as it’s often […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board leadership, Boards of Directors, Diversity, ESG, Social networks, Surveys
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Designing More Durable JV Agreements
When Honeywell restructured its highly-successful joint venture in Japan with Yamatake in 1990, the dealmakers included vaguely-defined scope and exclusivity terms—a decision that ultimately contributed to the end of the 40-year partnership. These terms allowed both Honeywell and the JV to compete in “Other Asia,” a geographic market which included China; the parties felt their […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Contracts, Joint ventures, Non-competition agreements
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Incentive Design Changes in Response to Covid-19
Observations From June 1st to August 7th, 25 Russell 1000 companies announced changes to their current or go-forward incentive programs to address Covid-19’s impact: Ten companies made changes to current, in-process incentive plans Annual incentive plan: Schlumberger, Adobe, Newell Brands, Darden Restaurants, Hess, Lamb Weston, Lions Gate Entertainment, Sabre, and WEX PSUs: NIKE, Lamb Weston, […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged COVID-19, Executive Compensation, Incentives, Management, Pay for performance, Performance measures
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CEO Leadership: Navigating the New Era in Corporate Governance
At the end of 2019 (which now seems so long ago), my book CEO Leadership: Navigating the New Era in Corporate Governance was published by The University of Chicago Press. My target audience is current and future CEOs and board members, those who advise them and those who teach law and business school students who […]
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Comment on the Proposed DOL Rule
Summary: The proposed rule is unnecessary and represents a confused understanding of ESG and its role in mainstream investment analysis. The rule overlooks and fails to address the volume of institutional investors (across segments and strategies) that are incorporating analysis of ESG issues into mainstream investment analysis, including buy, sell and hold decisions, upgrade and […]
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