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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
How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice
Shareholder meetings are one of the only opportunities most investors have to meet and interact with management, and to raise concerns regarding the firm. To the best of my knowledge, however, no study has investigated the content of shareholder meetings. In this paper, I examine the content of shareholder meetings, and focus on the transformation […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Board communication, Boards of Directors, COVID-19, Engagement, Shareholder activism, Shareholder communications, Shareholder meetings, Shareholder voting, Transparency, Virtual meetings
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SEC Tightens Regulations on Proxy Advisory Firms
The U.S. Securities and Exchange Commission on July 22, 2020, adopted amendments tightening regulation of proxy voting advice from proxy advisory firms (Release No. 34‑89372). The final rule implements additional regulations for proxy advisory firms, but stops short of some of the proposals included in the SEC’s original proposal (and described in our prior alert). […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Institutional Investors, Proxy advisors, Rule 14a-2, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Investors and Companies Can Drive ESG Metrics Forward Together
Investors want standardized reporting of sustainability and other non-traditional metrics. What will that look like on a global scale? The growing role of sustainability and non-traditional metrics to inform the engagement between public companies and investors has become a critical issue. Investors are seeking metrics to evaluate a company’s approach to sustainability and its drivers […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Engagement, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Sustainability
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Testing the Theory of Common Stock Ownership
In recent years, economists have become increasingly worried that the US (and perhaps global) economy is becoming less competitive. One possible reason relates to the changing ownership structure of US publicly-traded firms over recent decades. For half a century there has been a steady increase in institutional ownership in the US and a decline in […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Asset management, Common ownership, Incentives, Index funds, Institutional Investors, Ownership
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Update on Special Purpose Acquisition Companies
Special Purpose Acquisition Companies (“SPACs”) continue to be increasingly popular vehicles for entities or individuals to raise capital to pursue merger opportunities, and for private companies seeking to raise capital, obtain liquidity for existing shareholders and become publicly traded. This post provides an update to SPAC structures and transactions since a 2018 post (Special Purpose […]
Click here to read the complete postEstablishing Meaningful and Rigorous Financial Goals
Introduction In developing annual incentive plans, the review and approval of meaningful financial performance targets can be a challenging task for the Board of Directors’ compensation committee. The frequent source of these financial performance targets is the company’s annual budgeting process. These performance targets are also often the basis for providing earnings guidance to the […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, Firm performance, Incentives, Long-Term value, Management, Performance measures
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Trends in U.S. Director Compensation
Summary Over the last 10 years, average U.S. public company director compensation has increased steadily, in part due to changes in board composition and governance that have increased the number and significance of board leadership positions held by non-executive directors. Over the same period, the average number of hours of work performed by directors has […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, COVID-19, Director compensation, Firm performance, Incentives, Pay for performance, Peer groups
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Emerging ESG Disclosure Trends Highlighted in GAO Report
On July 6, 2020, the U.S. Government Accountability Office (GAO) released a report evaluating the state of public company disclosures related to environmental, social, and governance (ESG) issues. The report, titled “Disclosure of Environmental, Social, and Governance Factors and Options to Enhance Them,” examines why investors seek ESG disclosures, how public companies disclose ESG factors, […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, Engagement, Environmental disclosure, ESG, GAO, Institutional Investors, SASB, Securities regulation, Shareholder value, Sustainability
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Seeing Through the Regulatory Looking Glass: PCAOB Inspection Reports
Thank you, Sandy [Peters] for the kind introduction. It is a pleasure to have an opportunity to speak with you today. CFA Institute members have always been a key constituency for the Public Company Accounting Oversight Board (PCAOB) because of your thoughtful and practical perspectives on the capital markets, investors, and the approach taken by […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Accounting, Accounting standards, Audits, Institutional Investors, PCAOB
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The Other “S” in ESG: Building a Sustainable and Resilient Supply Chain
The current pandemic, blind spots in information flows through supply lines, the shutdowns in meat processing plants around the world, the ongoing shortages in personal protective equipment and, most recently, the scandal involving British retailer Boohoo, have all underscored the importance of resilient, sustainable, legally compliant and ethical supply chains. In addition to geographic and […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, COVID-19, ESG, Risk management, Risk oversight, Sustainability
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