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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- John Finley
- Carolyn Frantz
- Andrew Freedman
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- David Millstone
- Theodore Mirvis
- Maria Moats
- Erika Moore
- Carey Oven
- Morton Pierce
- Philip Richter
- Marc Trevino
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
“Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms
On August 25, 2022, the U.S. Securities and Exchange Commission (the SEC) issued final rules on the “pay versus performance” disclosure. These rules, which were in process for over seven years, dramatically expand the information that public companies will be required to disclose regarding the relationship between their executive compensation and the company’s financial and […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, Executive Compensation, Firm performance, Pay for performance, Performance measures, SEC, SEC rulemaking, Shareholder value
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A Primer on DAOs
In Colonial times, there were “joint stock corporations,” then came our modern-day corporations, then “limited liability companies” (LLCs). Now there are DAOs—“decentralized autonomous organizations.” DAOs (pronounced “Dows”) are a new kind of entity, regarded by their enthusiasts not as “companies” at all but as collections of individuals organized around the decentralization, autonomous functioning, transparency, and […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Blockchain, Corporate forms, Crowdfunding, Cryptocurrency, DAOs, Financial technology, Howey test, LLCs, OFAC
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CEO Political Leanings and Store-Level Economic Activity during COVID-19 Crisis: Effects on Shareholder Value and Public Health
The costs and benefits of national, state, and local policies intended to inhibit the transmission of COVID-19 and protect public health are the subject of an ongoing debate in the U.S. At the heart of this debate is the trade-off between the benefits of opening up an economy and the potential risks to public health. […]
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Posted in Academic Research, Empirical Research, ESG
Tagged COVID-19, ESG, Human capital, Political spending, Shareholder value, Stakeholders
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Cybersecurity + ESG for the Global Capital Markets
IMPLEMENTING CYBERSECURITY WITHIN THE NASDAQ ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) FRAMEWORK This policy brief discusses cybersecurity from the corporate governance standpoint and illustrates how Nasdaq can implement cybersecurity into its ESG Reporting Guide, which is used by many public and private companies globally. The intersection of a company’s cybersecurity and ESG is a new corporate […]
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Posted in Practitioner Publications
Tagged Capital markets, Cybersecurity, ESG, Risk management, Stakeholders
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Indemnity and Insurance: How Directors and Officers Can Enhance Their Protections
Whether they are new executive leaders or longtime members of a corporate board, directors and officers should be considering two prongs of protection—a robust insurance program and a tailored indemnification agreement. Directors and officers can face significant personal exposure whenever their company is involved in a dispute or investigation. For example, for the past 10+ […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged D&O insurance, Director liability, Indemnification, Liability standards, Securities litigation, Shareholder suits
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About the SEC’s Climate Proposal
About the proposal On March 21, 2022, the SEC issued proposed rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The comment period closed on June 17. We have identified key themes from the responses. Regardless of this proposal, compliance with existing requirements includes the 2010 climate-related guidance issued by the SEC staff. Get […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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Deregulation and Board Policies: Evidence from Performance Measures Used in Bank CEO Turnover Decisions
The banking industry has undergone substantial changes since the late 1970s, largely due to deregulation and rapid market developments. Over that period, banks’ growth opportunities expanded, and banks entered new markets, both geographic and product. Motivated by the 2008 financial crisis, researchers and policymakers have shown a renewed interest in corporate governance in the banking […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Bank boards, Banks, Boards of Directors, Deregulation, Executive turnover, Financial crisis, Financial institutions, Financial regulation, Incentives, Management, Risk, Succession
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SEC Releases Final Rules Regarding Pay-Versus-Performance (PVP) Disclosures
Executive Summary The Securities and Exchange Commission (SEC) released its final version of the rules mandated by Dodd-Frank regarding the disclosure of pay versus performance (PVP) on August 25, 2022. Initial rules were proposed in 2015, and follow-up proposals and invitations for comment were extended in late 2021 and early 2022 by the SEC. The […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Incentives, Pay for performance, SEC, SEC rulemaking, Securities regulation, TSR
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2022 Proxy Season Review: Say-on-Pay and Equity Compensation Plan Voting
Introduction The data on say-on-pay negative recommendations derives from ISS publications and SEC disclosure summarizing the rationales with respect to the negative recommendations issued by ISS at annual meetings of Russell 3000 and S&P 500 companies through June 30, 2022. We estimate that around 90% of U.S. public companies held their 2022 annual meetings by […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Incentives, Institutional Investors, Institutional Shareholder Services Inc., Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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Glass Lewis Comment Letter to the SEC on Enhanced Disclosure of ESG Issues
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Glass, Lewis & Co. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. Founded in 2003, Glass Lewis is a leading independent proxy advisor. Glass Lewis serves more than […]
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