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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Stockholders Versus Stakeholders—Cutting the Gordian Knot
Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate—sometimes referred to as “stakeholders” —in the course of overseeing the building, operating and growing of the corporations’ businesses. In more recent years, the concepts of “stakeholders” and “stakeholder interests” have greatly expanded, […]
Click here to read the complete postTikTok: Familiar Issues, Unfamiliar Responses
Initial press reports last November that the Committee on Foreign Investment in the United States (CFIUS) had commenced a review of ByteDance’s acquisition of Musical.ly, the service that was merged into ByteDance’s video-sharing site TikTok and helped fuel its expansion, were not particularly surprising to those familiar with CFIUS and its concerns. However, recent departures […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged CFIUS, China, Cybersecurity, Divestitures, International governance, Privacy, Social media, TikTok
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20 Imperatives for Fall 2020 Shareholder Engagement
Overview The once-in-a-hundred years global pandemic and once-in-a-generation global protests have created a seminal moment for companies and their leaders to reestablish and reinforce the basic tenets by which they run their businesses. The expansiveness of the role of the CEO and the board, as demonstrated by environmental, social, and governance (ESG) issues, will continue. […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Disclosure, Diversity, Engagement, ESG, Executive Compensation, Institutional Investors, Proxy season, Risk oversight, Stakeholders
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Four ESG Highlights from the 2020 Proxy Season
The 2020 proxy season saw companies and investors navigating a rapidly evolving business environment, including new virtual modes of communication and working. The COVID-19 pandemic, including its widespread, multidimensional impacts and acceleration of changes and risks, is casting a spotlight on corporate resiliency. It is also challenging recent company commitments to stakeholder capitalism, driving attention […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Disclosure, Diversity, ESG, Human capital, Institutional Investors, Proxy voting, Stakeholders
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2020 Proxy Season: A Look Back, and A Look Forward
For many, the 2020 proxy season required channeling of Winston Churchill for needed encouragement: “If you’re going through hell, keep going.” With companies, investors, and the public focused on the COVID-19 pandemic and racial equality movement, many spring discussions between companies and their shareholders had little to do with the ballot items at the upcoming […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, Diversity, Engagement, Environmental disclosure, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy season, Shareholder activism, Shareholder voting, Sustainability
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An Inflection Point for Stakeholder Capitalism
From the Business Roundtable to BlackRock, there’s growing pressure on companies to respect all major stakeholders—employees, customers, suppliers and local communities, as well as investors. Meanwhile, a variety of innovations are effectively making these stakeholders central to long-term company success. Digital technologies, new ways of organizing work and transactions, and the shift to the service […]
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Posted in Corporate Social Responsibility, ESG, Executive Compensation, Practitioner Publications
Tagged Corporate Social Responsibility, ESG, Executive Compensation, Incentives, Institutional Investors, Stakeholders
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The Resurgence of SPACs: Observations and Considerations
The special purpose acquisition company (“SPAC”) is on the rise. A surge of offerings by a series of high-profile SPACs in the last several months has led to record levels of capital being raised by SPACs in 2020. As SPACs become a routine part of M&A processes, private company sellers and their shareholders are being […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Capital formation, Equity offerings, Hedge funds, IPOs, Mergers & acquisitions, Private equity, Special purpose vehicles
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The Pandemic and Executive Pay
Introduction The COVID-19 pandemic has had a major impact on the US economy. Businesses that have seen financial impact have laid off or furloughed employees, cut salaries, and in some cases, received state aid in order to preserve cash and stay afloat. In addition to these measures, some businesses have taken an additional step and […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Director compensation, Executive Compensation, Incentives, Management, Pay for performance, Say on pay, Uber
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The Evolution of CEO Compensation in Venture Capital Backed Startups
Venture capital investors have developed an extensive set of tools to help address financing frictions for startups stemming from adverse selection and moral hazard. These include a focus on rigorous due diligence, complex security design, staged financing and active investment through extensive control rights, such as board seats. However, despite the importance of VC-backed firms […]
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Posted in Academic Research, Executive Compensation
Tagged Contracts, Entrepreneurs, Executive Compensation, Management, Management contracts, Private equity, Venture capital firms
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Weekly Roundup: August 14–20, 2020
Managerial Duties and Managerial Biases Posted by Ulrike Malmendier (University of California, Berkeley), Vincenzo Pezone (Goethe University Frankfurt), and Hui Zheng (University of California, Berkeley), on Friday, August 14, 2020 Tags: Behavioral finance, CFOs, Corporate debt, Decision making, Human capital, Management, Managerial style, Risk-taking The Other “S” in ESG: Building a Sustainable and Resilient Supply Chain Posted by David M. Silk, Sabastian V. Niles, […]
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