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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
DOJ Updates Guidance on the Evaluation of Corporate Compliance Programs
Summary On June 1, 2020, the Criminal Division of the U.S. Department of Justice released updated guidance to its prosecutors on how to evaluate the design, implementation, and effective operation of corporate compliance programs in determining whether, and to what extent, the DOJ considers a corporation’s compliance program to have been effective at the time […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance and disclosure interpretation, DOJ, Incentives, Mergers & acquisitions, Misconduct, Oversight, Risk management
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Making Corporate Purpose Tangible—A Survey of Investors
Calls for a more responsible capitalism have gone louder in recent years. A major shift happened last August 2019 when the Business Roundtable (BRT) published a ‘Statement on the Purpose of a Corporation’. For the first time, the BRT, an organisation that represents the CEOs of America’s largest companies, embraced the concepts of corporate purpose […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, Engagement, ESG, Firm performance, Institutional Investors, Long-Term value, Performance measures, Stakeholders, Surveys, Sustainability
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Back to Work: Protect Directors Too
As companies refine and implement their return-to-work plans, they must wrestle with complex legal compliance risks posed by the continuing threat of the COVID-19 pandemic. In addition to complying with established laws governing worker safety, accommodation of those with disabilities, and personal privacy, companies will need to ensure that their reopening plans comply with an […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance and disclosure interpretation, COVID-19, Delaware cases, Delaware law, Fiduciary duties, In re Caremark, Risk oversight, Securities litigation
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Weekly Roundup: June 12–June 18, 2020
A Successful Season for SASB-Based Shareholder Resolutions Posted by Paul Rissman, Rights CoLab and Andrew Behar, As You Sow, on Friday, June 12, 2020 Tags: Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, SASB, Shareholder proposals, Shareholder voting, Sustainability SEC Staff Shows New Openness to Closed-End Fund Defenses Posted by Clifford J. Alexander, Jennifer R. Gonzalez, and George Zornada, K&L Gates LLP, on Friday, June 12, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Directors’ Fiduciary Duty in a Pandemic
COVID-19 has had and will continue to have impacts on virtually every corporation in Canada and globally. Such a disrupting chain of events, combined with freshly enacted changes to corporate legislation for federally incorporated corporations, may raise questions on the scope of directors’ fiduciary duty. If the recent legislative amendments have provided certain clarifications on […]
Click here to read the complete postPaying by Donating: Corporate Donations Affiliated with Independent Directors
The monitoring role of independent directors on corporate boards has long been a topic of interest in the corporate governance literature. Stock-exchange rules establishing directors’ independence are typically based on transaction-based financial ties, and most empirical research classifies independent directors according to this limited assessment. However, independent directors may have other ties to top executives […]
Click here to read the complete postConfronting Climate Risk
After more than 10,000 years of relative stability—the full span of human civilization—the Earth’s climate is changing. Since the 1880s, the average global temperature has risen by about 1.1 degrees Celsius, driving substantial physical impact in regions around the world. As average temperatures rise, acute hazards such as heat waves and floods grow in frequency […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Risk, Risk management, Sustainability
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Using ESG Tools to Help Combat Systemic Racism and Injustice
Events of recent weeks and months have starkly illuminated the effects of systemic racism and injustice on Black Americans, including threats to physical safety, psychological trauma and economic disparity. CEOs worldwide and across industries have spoken out, expressing their horror and outrage, as well as their resolve to do more. Companies have announced significant financial […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Corporate culture, Corporate Social Responsibility, Disclosure, Diversity, Engagement, ESG, Human capital, Sustainability
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ESG and the Earnings Call
The information shared through quarterly reporting moves markets. Institutional investors highly value the transparency and outputs of frequent periodic reporting. Investor Relations Officers (IROs) consistently identify the earnings call as the most important venue through which to communicate their story to the capital markets. Within the C-suite, preparing for the earnings call—and its associated package […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Accounting, Disclosure, Earnings announcements, ESG, Financial reporting, Institutional Investors, Long-Term value, Short-termism, Sustainability
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Unanticipated Costs of Paycheck Protection Program Loans in M&A Transactions
Two mutually exclusive programs under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) designed to encourage workforce retention during the COVID-19 pandemic—the Paycheck Protection Program and the Employee Retention Credit—clash in the case of an M&A deal involving a buyer that has received one benefit and a target that has received the other. […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged CARES Act, COVID-19, Employee Retention Credit, Mergers & acquisitions, Paycheck Protection Program, Small firms
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