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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
Remarks by Chair Gensler Before the Piper Sandler Global Exchange Conference
Thank you, Rich (Repetto), for that kind introduction. It is good to be with you again. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the SEC staff. Rich, at last year’s conference, you and I spoke about how technology has […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Information asymmetries, Investor protection, Retail investors, SEC, Securities regulation
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Inaugural Report on the Health of Democratic Capitalism
The goal of the Denny Center Inaugural Report on the Health of Democratic Capitalism is to evaluate how well the benefits of free market capitalism are balanced with the needs and expectations of a democratic society, focusing primarily on the United States. While almost everyone agrees that free market capitalism is the most efficient wealth […]
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Posted in Academic Research, Corporate Social Responsibility, ESG, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, ESG, Globalization, International governance, Legal systems, Market conditions, Ownership, Political spending
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Ninth Circuit Enforces Exclusive Forum Bylaw, Creating Split with Seventh Circuit
On May 13, 2022, the U.S. Court of Appeals for the Ninth Circuit held that a corporate bylaw requiring stockholders to bring derivative claims in the Delaware Court of Chancery could be applied to claims brought derivatively under Section 14(a) of the Securities Exchange Act of 1934 (Exchange Act). The Ninth Circuit’s decision creates a […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Charter & bylaws, Delaware cases, Delaware law, Derivative suits, Forum selection, Jurisdiction, Shareholder suits, U.S. federal courts
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Policy Insights: Say on Climate
Executive summary At this time, Vanguard does not proactively encourage companies to hold a “Say on Climate” vote given the lack of established standards or widely accepted market norms that govern these votes. When a company chooses to hold a “Say on Climate” vote, Vanguard expects the board to provide clear disclosure of the rationale […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, ESG, Index funds, Institutional Investors, Long-Term value, Risk, Say on climate, Shareholder voting, Sustainability
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The Quest for Legitimacy in Corporate Law
The waves of politics, culture, and identity are crashing over corporate headquarters. Disney’s recent criticism of Florida’s “Don’t Say Gay” law resulted in the company losing its tax status with the state following a political backlash. Tech giants like Amazon, Google, and Microsoft, have been repeatedly rocked by employee walkouts. Corporations’ social choices are attracting […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG
Tagged Corporate purpose, ESG, Management, Reputation, Shareholder primacy, Social contract, Stakeholders
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Four Traps Boards Should Avoid
The COVID-19 pandemic required directors to immerse themselves in the weeds of day-to-day decision-making. Small decisions, such as who came into the office and how often, became big decisions as the disruption’s massive shock waves impacted almost every aspect of operations. Now that we find ourselves in a different phase of the pandemic, there seem […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board dynamics, Board oversight, Board performance, Board turnover, Boards of Directors, Decision-making, Management, Risk, Succession
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An Early Look at the 2022 Proxy Season
Introduction An early examination of 2022 proxy season voting statistics yields a number of notable observations: We have seen several types of proposals that attracted majority support for the first-time this season, including shareholder proposals addressing racial equity and civil rights audits, sexual harassment concerns and gender pay equity.
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, ESG, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Sustainability
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Corporate Greenhouse Gas Disclosures
On March 21, 2022, the SEC proposed a rule that would make corporate greenhouse gas (GHG) emissions reporting mandatory. The rule would require nearly all public companies to report their GHG emissions, even if those emissions were not in themselves material to investors. In doing so, the SEC has rejected the Sustainability Accounting Standards Board […]
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Posted in Academic Research, Empirical Research, ESG, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Impeding a Whistleblower’s Ability to Communicate with the SEC
Most likely, what comes to mind when you think about companies’ impeding the ability of a whistleblower to communicate with the SEC are allegations of overly ambitious confidentiality provisions in employment agreements or company policies. Not so in this case. In April, the SEC issued an Order in connection with a settled action charging David […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers
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“Defense Stocks” Highlight Challenges in Navigating Sustainability Taxonomies
It is hardly news that ESG investing is a significant aspect of the asset management industry. According to Barron’s, $400 billion was invested in U.S. mutual funds and assets that have an ESG orientation in 2021. However, it remains a challenge for issuers, asset managers, regulators and other industry participants to determine whether a particular […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, ESG, EU, Europe, Greenwashing, Institutional Investors, International governance, Stakeholders, Sustainability
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