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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
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 […]
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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
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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 […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Corporate culture, Decision-making, Management, Managerial style, Mergers & acquisitions
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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 […]
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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
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The Dutch Stakeholder Experience
Recently, there have been significant developments towards a more stakeholder-oriented governance model, as evidenced by, among other things, the statements from the Business Roundtable and the World Economic Forum, as well as statements from institutional shareholders like BlackRock. Simultaneously, there has been increasing interest in re-evaluating the purpose of the corporation, for example in the […]
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Posted in Boards of Directors, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESG, EU, Europe, Fiduciary duties, Institutional Investors, International governance, Netherlands, Stakeholders, Stewardship
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SEC Proposes Increase in Form 13F Reporting Threshold
On July 10, 2020, the Securities and Exchange Commission (“SEC”) announced that it has proposed amendments to the Form 13F filing requirements to raise the reporting threshold from $100 million to $3.5 billion and to make other changes. Adopted pursuant to a 1975 statutory directive to the SEC, Section 13(f) of the Securities Exchange Act […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Disclosure, Financial reporting, Form 13F, Institutional Investors, Ownership, SEC, Securities regulation
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Introduction to ESG
Interest on the part of investors and other corporate stakeholders in environmental, social and governance (“ESG”) matters has surged in recent years, and the current economic, public health and social justice crises have only intensified this focus. ESG, at its core, is a means by which companies can be evaluated with respect to a broad […]
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There has been a surge in activist interventions at companies around the world, and there has also been a broadening of focus—activism is no longer the sole province of hedge funds and other specialized investors; activism is now not just seeking to unlock value, but also to intervene in governance and performance areas. As institutional […]
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Posted in Boards of Directors, Executive Compensation, Mergers & Acquisitions, Practitioner Publications
Tagged Board composition, Board tenure, Boards of Directors, Director tenure, Executive Compensation, Management, Mergers & acquisitions, Shareholder activism
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Renewed Interest in IPOs of Public Benefit Corporations
I can think of only one public company that is currently a Delaware Public Benefit Corporation. That’s Laureate Education, which initially filed with the SEC in 2015 and went effective in 2017. (See this PubCo post.) Now, finally, we have a second company that has filed for its IPO as a PBC—Lemonade, Inc., which declares […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Benefit corporation, Corporate forms, Delaware law, DGCL, ESG, IPOs, Shareholder primacy, Stakeholders
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The Market for CEOs
CEOs have first-order effects on firms, which makes an efficient CEO labor market important. Several influential studies argue that the market for CEOs is well described by models with perfect competition and no frictions (Tervio 2008; Gabaix and Landier 2008; Edmans, Gabaix, and Landier 2009). Other influential studies argue that firms’ demand for managerial skills […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive turnover, Human capital, Labor markets, Management, Succession
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Weekly Roundup: July 24–30, 2020
Statement by Commissioner Lee at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules Posted by Alison Herren Lee, U.S. Securities and Exchange Commission, on Friday, July 24, 2020 Tags: Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, Securities regulation, Shareholder voting Statement by Commissioner Peirce at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules Posted by Hester […]
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