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HLS Faculty & Senior Fellows
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
ESG + Incentives 2020 Report
Shareholders have increasingly highlighted the importance of measures of social and environmental sustainability as a key component of ESG. The COVID-19 crisis and growing focus on racial inequities will only accelerate the demand for companies to expand their definition of social responsibility to include the broader societal impact of the corporation. In recent years, debates […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Accountability, Diversity, Environmental disclosure, ESG, Executive Compensation, Incentives, Management, Pay for performance, Performance measures, Stakeholders, Sustainability
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Leadership in Turbulent Times: Better Foresight, Better Choices
A global pandemic shuts down normal life around the world. Market volatility creates price swings not seen in nearly a century. Millions of people turn out to protest racism and social injustice and call for meaningful and lasting change. To many, the world feels more turbulent and uncertain than it ever has. Many are left […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, COVID-19, International governance, Long-Term value, Management, Risk, Risk management, Risk oversight
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BRT Statement of Corporate Purpose: Debate Continues
A new WSJ op-ed: “‘Stakeholder’ Capitalism’ Seems Mostly for Show” (Lucian Bebchuk and Roberto Tallarita, Harvard Law School Program on Corporate Governance) posits that the corporate CEOs that signed onto the Business Roundtable’s (BRT) updated Statement of Purpose of a Corporation last year appear to have done so primarily to generate positive PR rather than to reflect […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Business Roundtable, Corporate Social Responsibility, ESG, Institutional Investors, Shareholder primacy, Shareholder value, Stakeholders
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Weekly Roundup: August 21–27, 2020
The Evolution of CEO Compensation in Venture Capital Backed Startups Posted by Michael Ewens (California Institute of Technology), Ramana Nanda (Harvard University), and Christopher Stanton (Harvard University), on Friday, August 21, 2020 Tags: Contracts, Entrepreneurs, Executive Compensation, Management, Management contracts, Private equity, Venture capital firms The Pandemic and Executive Pay Posted by Aniel Mahabier, Iris Gushi, and Thao Nguyen, CGLytics, on Friday, August 21, […]
Click here to read the complete postStatement by Chairman Clayton on Modernizing the Framework for Business, Legal Proceedings and Risk Factor Disclosures
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting. Today, we are considering amendments to modernize the description of business, legal proceedings, and risk factor disclosures that companies […]
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Posted in Accounting & Disclosure, HLS Research, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, FAST Act, Human capital, JOBS Act, Materiality, Regulation S-K, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Statement by Chairman Clayton on Modernization of the Accredited Investor Definition
Today [Aug. 26, 2020], the Commission adopted final rules to modernize and add much needed flexibility to the definition of “accredited investor” by adding new categories of qualifying individuals and entities that have demonstrated financial sophistication such that they should not be excluded from the very large, multifaceted and important private capital markets. The private […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Investor protection, SEC, SEC rulemaking, Securities regulation
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Joint Statement by Commissioners Lee and Crenshaw on the Failure to Modernize the Accredited Investor Definition
The accredited investor definition is the single most important investor protection in the private market. Today’s [Aug. 26, 2020] amendments purport to “update” that definition while leaving in place 38-year old wealth thresholds, declining to index the thresholds to inflation, and declining to provide economic analysis to show how the failure to index will affect […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Capital markets, Information environment, Investor protection, SEC, Securities regulation
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McDonald’s Clawback Suit Against Former CEO: A Cautionary Tale
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from the sale of equity awards, pursuant to company clawback policies. The McDonald’s complaint against its former CEO serves as a cautionary reminder to […]
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Posted in Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorneys' fees, Clawbacks, Executive Compensation, Management, Misconduct, Securities litigation, Severance, Termination
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Comment on the Proposed DOL Rule
The Department of Labor (“The Department”) is inviting public comments on a proposal to codify a regulatory structure for the Department’s current “Investment duties” regulation at 29 CFR 2550.404a-1. This amendment would assist ERISA fiduciaries in establishing regulatory guidelines for plan fiduciaries in light of recent environmental, social, and governance (ESG) investment trends. The Department […]
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