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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
Weekly Roundup: July 31–August 6, 2020
The Market for CEOs Posted by Peter Cziraki (University of Toronto) and Dirk Jenter (London School of Economics & Political Science), on Friday, July 31, 2020 Tags: Executive Compensation, Executive turnover, Human capital, Labor markets, Management, Succession Renewed Interest in IPOs of Public Benefit Corporations Posted by Cydney Posner, Cooley LLP, on Friday, July 31, 2020 Tags: Benefit corporation, Corporate forms, Delaware law, DGCL, ESG, IPOs, Shareholder primacy, Stakeholders 2020 Activist […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Statement Chairman Clayton on Transparency for Investors and at the Commission
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today we have two items on the agenda, both examples of our continued work to enhance transparency for investors and at the Commission. Today’s agenda items illustrate that the Commission’s transformative work in the […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Information environment, Mutual funds, Reporting regulation, SEC, Securities regulation, Transparency
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ESG Shareholder Engagement and Downside Risk
Direct institutional investor engagement on aspects of corporate environmental, social and governance (ESG) performance has become increasingly prevalent in financial markets worldwide. Given the frequency of recent tail risk events such as the Deepwater Horizon Oil Spill, the Equifax Hack or the Covid-19 pandemic among others, it is not surprising that many institutional investors actively […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors
Tagged Climate change, Engagement, ESG, Institutional Investors, Long-Term value, Risk oversight, Shareholder activism
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Statement by Commissioner Roisman on Proposal to Improve Information Available to Fund Investors
Thank you to Director [Dalia] Blass and her excellent team in the Division of Investment Management for your several years of work developing today’s proposal to improve the information available to fund investors. Thanks also to the team in our Division of Economic and Risk Analysis, who worked hard to evaluate the costs and benefits […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Investor protection, Mutual funds, SEC, SEC rulemaking, Securities regulation, sset management
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On the Purpose and Objective of the Corporation
As we approach the first anniversary of the Business Roundtable’s abandonment of shareholder primacy and embrace of stakeholder governance, and the fourth anniversary of our development for the World Economic Forum of The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, we […]
Click here to read the complete postContracts with (Social) Benefits: The Implementation of Impact Investing
In our paper, Contracts with (Social) Benefits (forthcoming Journal of Financial Economics), we ask how private market contracts adapt to serve social-benefit goals in addition to financial goals. In particular we consider the potential impact of these additional goals on canonical principal-agent problems: first between investors and the fund, and, later, between the fund and […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Institutional Investors, Private Equity
Tagged Contracts, Corporate Social Responsibility, ESG, Institutional Investors, Private equity, Private funds, Sustainability
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Analysis of Proxy Advisors’ Recommendations During the 2020 Proxy Season
Introduction A new analysis of companies’ supplemental filings to their proxy materials with the U.S. Securities and Exchange Commission (SEC) during the majority of the 2020 proxy season shows at least 42 instances where proxy advisors have formulated recommendations based on errors* or analysis disputed by the companies themselves. For example, in one supplemental filing, […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy disclosure, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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The Origins and Real Effects of the Gender Gap: Evidence from CEOs’ Formative Years
In the paper The Origins and Real Effects of the Gender Gap: Evidence from CEOs’ Formative Years (forthcoming in the Review of Financial Studies), we provide the first systematic evidence on the socioeconomic backgrounds of U.S. CEOs. Using individual census records for the families where the CEOs grew up, we study how CEOs’ formative experiences […]
Click here to read the complete postDisclosure Regarding Director’s Conflict During Merger Negotiations
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. Over the last two years, the Delaware Supreme Court has faulted a director for lining up a buyer without […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Corwin, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions
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Comment Letter to DOL
Institutional Shareholder Services Inc. (ISS) is pleased to submit these comments regarding the above-referenced proposal to amend the “Investment duties” rule under Title I of the Employee Retirement Income Security Act of 1974 (ERISA) [29 CFR §2550.404a-1]. Given the increasing importance of integrating environmental, social and corporate governance (“ESG”) factors into a prudent investment management […]
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