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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
What Companies are Disclosing About Cybersecurity Risk and Oversight
Cybersecurity risk is intensifying, particularly with widespread remote working and increased online interactions amid the pandemic. The rapid adaptation of multiple business processes and protocols to enable this virtual environment has exponentially increased the corporate attack surface and introduced new risks to the confidentiality, integrity and availability of critical company data and supporting systems. The […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Institutional Investors, Investor protection, Risk, Risk disclosure, Risk management, Risk oversight, Securities regulation
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Funding the Future: Investing in Long-Horizon Innovation
Executive Summary Effective long-term capital allocation is fundamental for innovating and creating value; investment in research and development (R&D) fuels this growth. Successful R&D can be transformational for an organization and for broader society. But while worldwide spending on R&D has slowly increased, R&D returns have been declining. What’s driving this decline? Emerging evidence suggests […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Capital allocation, Executive Compensation, Firm performance, Incentives, Innovation, Long-Term value, Management, R&D, Short-termism
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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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