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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 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
The Board’s Role in Guiding the Return to Work
Introduction We began discussing this publication in January 2020, before global pandemic and social unrest became central topics of everyday conversation. The impact of COVID-19 is devastating at the individual, local, national, and global level. It has created huge immediate changes to how and where people interact, and how business is done. For many organizations, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Corporate purpose, COVID-19, ESG, Human capital, Stakeholders
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Corporate Governance Update: Raising the Stakes for Board Diversity
While diversity on boards of directors has been a high-profile issue for many years, and public companies have made notable progress in diversifying their boards over the past two decades, public companies now face increased pressure to move beyond verbal commitments and incremental progress. Investors, proxy advisors, and activists are demanding data-driven, measurable changes. They […]
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Posted in Practitioner Publications
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Statement by Commissioner Roisman at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
Thank you, Chairman Clayton. I want to express my gratitude for your continuing commitment to improving the proxy system, as well as for your thoughtful leadership throughout the process of developing this rulemaking in particular. Thank you also to Director [Bill] Hinman, Val Afshar, Director [S.P.] Kothari, Director [Dalia] Blass, and Tara Varghese for your […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Statement by Commissioner Peirce at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
Proxy voting advice businesses play an important role in our marketplace, a role that carries with it tremendous power. One root of that power is a 2003 Commission rule that required funds to publish their votes. That rule pushed voting to the front burner for fund advisers, regardless of whether voting was a task that […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Statement by Commissioner Lee at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
At the proposing stage for these rules, I observed that they would harm the governance process and suppress the free and full exercise of shareholder voting rights. Unfortunately, that is still the case with today’s final rules. They are still designed to, and will, increase issuer involvement in what is supposed to be independent advice […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, Securities regulation, Shareholder voting
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Statement by Chairman Clayton at Open Meeting to Adopt Amendments to the Proxy Solicitation Rules
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 continuations of our ongoing work to modernize and enhance the accuracy, transparency and effectiveness of our proxy voting system. I want to make two general […]
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Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy plumbing, Proxy voting, SEC, Securities regulation, Shareholder voting
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Testimony by Commissioner Pierce for Senate Nomination Hearing
Chairman Crapo, Ranking Member Brown, and members of the Committee, thank you for considering my nomination to be a member of the Securities and Exchange Commission. Having served as a Commissioner for two and a half years, I am honored that the President has nominated me to serve another term. If confirmed, I look forward […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Investor protection, Retirement plans, SEC, Securities enforcement, Securities regulation
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Statement by Caroline Crenshaw for Senate Nomination Hearing
Chairman Crapo, Ranking Member Brown and distinguished Senators of the committee: Thank you for the opportunity to appear here today. It is an honor to testify before you regarding my nomination to be a Commissioner of the Securities and Exchange Commission, where I have worked for the past seven years, and in whose mission I […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
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A Thoughtful Approach in Uncertain Times
The coronavirus pandemic gave the global economy an unprecedented shock that has raised the stakes for one of the compensation committee’s most challenging tasks—determining when and how to apply discretion to adjust executives’ incentive pay for circumstances outside their control. The question of when to make discretionary adjustments is always a tricky one. Although the […]
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Posted in Accounting & Disclosure, Executive Compensation, Financial Crisis, Practitioner Publications
Tagged Accountability, COVID-19, Executive Compensation, Executive performance, Financial crisis, Incentives, Long-Term value, Pay for performance, Transparency
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Comment Letter on DOL Proposed Rule on ESG Investments
We have the strongest possible objections to the proposed rule on the appropriate consideration of ESG or any other non-traditional factors for plan investments, which fails as a matter of process, substance, cost-benefit analysis, regulatory policy, economics, consistency with other Administration policy, and clarity. It addresses a “problem” that is never documented based on claims […]
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