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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
NYC Comptroller’s Boardroom Accountability 3.0 Results
This spring, New York City Comptroller Scott Stringer and the New York City Retirement Systems (NYCRS) announced the successful initial results of Boardroom Accountability Project 3.0. Building on the “Rooney Rule” pioneered by the National Football League (NFL), Boardroom 3.0 calls on major companies to adopt search policies requiring the consideration of women and racially/ethnically […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Accountability, Board composition, Boards of Directors, Diversity, Institutional Investors, Management, New York, Oversight, Pension funds, Transparency
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Say on Pay and the Effects of the CEO Pay Ratio: Key Findings From the 2020 Proxy Season
With the 2020 proxy season now concluded, thousands of U.S. public companies have filed their proxy statements highlighting key trends with regards to their governance practices. Among the many trends captured from this year’s proxy season are those related to Say on Pay and the CEO Pay Ratio. In this post, Equilar analyzes Say on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation ratios, Executive Compensation, Institutional Investors, Management, Proxy advisors, Proxy season, Say on pay, Shareholder voting
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Governing Through the Pandemic
Introduction It is too soon to know whether, how, and to what extent the COVID-19 pandemic will lead to permanent changes—the “next normal”—in how companies are governed or if, post-pandemic, we will go back to the way things were just a few short months ago. In the meantime, governing through the pandemic and the post-pandemic […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, COVID-19, ESG, Institutional Investors, Long-Term value, Management, Overboarding, Risk management, Stakeholders, Succession
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The Harvard-Oxford Debate on Stakeholder Capitalism
This Thursday, June 25, 2020, the Saïd Business School at the University of Oxford will hold a debate titled Stakeholder versus Shareholder Capitalism: the Great Debate. The debate will be held between Harvard Law School Professor Lucian Bebchuk and Oxford University Professor Colin Mayer. In the tradition of Oxford debates, the audience watching it will be […]
Click here to read the complete postCoronavirus: 15 Emerging Themes for Boards and Executive Teams
As Winston Churchill said, “Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning.” We are seeing some faint signs of progress in the struggle to contain the pandemic. But the risk of resurgence is real, and if the virus does prove […]
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Posted in Boards of Directors, Financial Crisis, Practitioner Publications
Tagged Board oversight, Capital markets, COVID-19, Cybersecurity, ESG, Executive performance, Financial crisis, Globalization, Long-Term value, Management, Risk management
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A Hierarchy of Stakeholder Needs
Amid unforeseen circumstances, how do companies prioritize their stakeholders? In his 1943 paper “A Theory of Human Motivation”, Abraham Maslow put forward his seminal theory on the “Hierarchy of Needs.” The theory describes how we as humans must fulfill certain basic needs before we can progress to higher levels of needs and desires. For example, […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications
Tagged COVID-19, ESG, Long-Term value, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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The Rise of Standardized ESG Disclosure Frameworks in the United States
Over the last several years, U.S. public companies have faced increasing pressure from investors and other stakeholders to disclose their environmental, social and governance (“ESG”) risks, practices and impacts. In the last few years, with more U.S. public companies publishing sustainability reports and other ESG disclosures, some investors have expressed concern that the lack of […]
Click here to read the complete postAiding and Abetting Claims Against Board Advisors and Buyer
In an important decision for M&A professionals and other board advisors, the Delaware Court of Chancery addressed a stockholder plaintiff’s claims that the target board’s financial advisor and law firm, as well as the private equity buyer, aided and abetted a breach of fiduciary duty by the target board in connection with a take-private merger. […]
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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, Delaware cases, Delaware law, Financial advisers, Going private, Merger litigation, Mergers & acquisitions
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Second Circuit Opinion on Corporate Scienter in Securities Fraud Class Actions
It is well-settled under the PSLRA’s heightened pleading standards that a securities fraud plaintiff must allege particularized facts giving rise to a strong inference of scienter. However, courts have occasionally struggled to set forth clear standards for how this burden can be met with respect to a corporation (as opposed to an individual defendant). In […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Consumer protection, PSLRA, Rule 10b-5, Scienter, Section 10(b), Securities fraud, Securities litigation, U.S. federal courts
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