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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
Stakeholder Capitalism and the Pandemic Recovery
As of this writing, the US COVID-19 pandemic impacts include 100,000 dead and almost 40 million newly unemployed. The reopening process is anticipated to yield a “roller coaster” recovery in which businesses will restart and then shut down again in response to workforce and regional outbreaks. Although all members of society are affected by this […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, COVID-19, Disclosure, ESG, Fiduciary duties, Institutional Investors, International governance, Shareholder proposals, Shareholder voting, Stakeholders
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The Politicization of Corporate Governance—A Viable Alternative?
It is accepted almost as a truism that without robust and efficiency-driven legal institutions, markets are limited in their ability to sustain capital market growth. Beyond early stages of market development, local alternatives are expected to give way to certain traits of corporate capitalism if further growth is to be achieved. This prevailing expectation is […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Accountability, Anti-corruption, Capital markets, China, International governance, Oversight, Social capital, State control, Transparency
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Top 10 Key Trends at 2020 Proxy Mid-Season
It is impossible to discuss this proxy season without acknowledging the impact that the COVID-19 pandemic has had and its resulting highs and lows. While the virus has upended the planning and conduct of annual shareholder meetings, it has also caused regulators, issuers, third-party vendors and other market participants to collaborate to avoid significant disruption […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Dividends, ESG, Executive Compensation, Institutional Investors, Poison pills, Repurchases, Shareholder proposals, Virtual meetings
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Mitigating Accounting Fraud Risk During the Pandemic: Regulators’ Concerns and Prospective Solutions
The COVID-19 pandemic brought with it economic downturn forcing businesses to compete with fewer resources and major operational hurdles. Historically, economic downturn yields more accounting fraud: Old fraud is uncovered amid heightened financial scrutiny while the conditions for new fraud flourish. We saw this in the 2008 financial crisis, but expect swifter and fiercer enforcement […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, COVID-19, Disclosure, Financial reporting, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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Shareholder Proposals Shaking Up Shareholder Say
One of the most remarkable recent developments with regard to shareholder power is how American shareholders have forced boards of directors to amend even charter provisions to strengthen shareholder rights. In stark contrast, shareholder proposals have (so far) been relatively rare in Europe. Is the American abundance of successful shareholder proposals the epitome of strong […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation
Tagged Boards of Directors, Europe, International governance, Proxy access, Shareholder proposals, Shareholder voting
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A Framework for Management and Board of Directors Consideration of ESG and Stakeholder Governance
As directors and shareholders become increasingly attuned to ESG considerations and stakeholder-oriented governance, they have sought guidance about how to incorporate these imperatives into the board’s decision-making process—particularly regarding decisions that entail trade-offs or an allocation of resources between and among stakeholders and ESG objectives. Our answer to this question is rooted in the classic […]
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Posted in ESG, Practitioner Publications
Tagged Boards of Directors, Decision-making, Delaware law, Engagement, ESG, Firm valuation, Long-Term value, Reputation, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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Value Creation in Private Equity
Private equity (PE) firms are often said to use their industry expertise and operational know-how to identify attractive investments, to develop value creation plans for those investments, and to generate attractive investors returns by implementing their value creation plans. Although many studies refer to such value creation plans, there is no systematic evidence on what […]
Click here to read the complete postWeekly Roundup: May 29–June 4, 2020
ESG in the Mainstream: Sell-Side Analysts Addressing ESG Concerns Posted by David Katz, Sabastian V. Niles, and Carmen X. W. Lu, Wachtell, Lipton, Rosen & Katz, on Friday, May 29, 2020 Tags: Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Stewardship, Sustainability Director Compensation Practices in the Russell 3000 and S&P 500: 2020 Edition Posted by Matteo Tonello, The Conference Board, […]
Click here to read the complete postAn Alternative Paradigm to “On the Purpose of the Corporation”
Recently a definition of corporate purpose has been proposed and elaborated on in a post on this Forum titled “On the Purpose of the Corporation” (the Corporate Purpose Memo). This post offers commentary on various aspects of the Corporate Purpose Memo, including three key takeaways: The Corporate Purpose Memo’s proposed universal definition of corporate purpose […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Business judgment rule, Delaware law, ESG, Shareholder primacy, Shareholder value, Stakeholders
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First Impression Bias: Evidence from Analyst Forecasts
In a seminal paper, Asch (1946) finds that if a person is described as “intelligent, industrious, impulsive, critical, stubborn, [and] envious,” people form a more positive impression of that person than when the descriptors are provided in the reverse order. Subsequent psychological research confirms that information received first tends to overshadow information received later, and […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Analyst forecasts, Analysts, Behavioral finance, Capital markets, Firm performance, Forecasting, Information environment, Stock performance
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