-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
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
Comments Off on Statement by Commissioner Roisman on Proposal to Improve Information Available to Fund Investors
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 […]
Click here to read the complete post
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
Comments Off on Contracts with (Social) Benefits: The Implementation of Impact Investing
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, […]
Click here to read the complete post
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
Comments Off on Analysis of Proxy Advisors’ Recommendations During the 2020 Proxy Season
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 […]
Click here to read the complete post
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
Comments Off on Disclosure Regarding Director’s Conflict During Merger Negotiations
Blueprint for Responsible Policy Engagement on Climate Change
Context In the last few years, expectations on whether—and how—companies should engage on climate change have evolved. Companies and investors now largely understand that climate change poses clear financial and even material risks to companies and industries across the economy. Additionally, climate change is now widely recognized as posing a systemic threat to financial markets […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk assessment, Sustainability, Systemic risk
Comments Off on Blueprint for Responsible Policy Engagement on Climate Change
Corporate Culture as a Theory of the Firm
Business leaders have long recognized that corporate culture is vital to a company’s identity and success. In one of the more colorful descriptions of culture’s importance, the legendary management author Peter Drucker wrote: “culture eats strategy for breakfast, technology for lunch, and products for dinner, and soon thereafter everything else too.” Similarly, former IBM Chairman […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Corporate culture, Decision-making, Management, Managerial style, Mergers & acquisitions
Comments Off on Corporate Culture as a Theory of the Firm
Legal Liability for ESG Disclosures
Corporate Social Responsibility and Environmental, Social & Governance (ESG) issues have become increasingly important over the past few years, and evaluating a company’s ESG disclosures has become a key tool used by many investors in making investment and engagement decisions. Many companies are, with increasing frequency, publishing ESG reports on their websites and incorporating ESG […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Consumer protection, Disclosure, Environmental disclosure, ESG, Liability standards, Materiality, Risk disclosure, SEC, Securities regulation
Comments Off on Legal Liability for ESG Disclosures
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 […]
Click here to read the complete post