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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
Broadridge Virtual Shareholder Meetings (“VSMs”): Preliminary Statistics
After steady annual increases over the past decade, the number of VSMs jumped significantly in the first five months of 2020. This is due to several factors related to the COVID-19 pandemic, including: social distancing guidelines from federal, state, and local authorities that dissuade groups of people from gathering; company travel restrictions on management, directors, […]
Click here to read the complete postCompetition Laws, Norms and Corporate Social Responsibility
Investors and companies increasingly focus on corporate social responsibility (CSR). For example, Larry Fink, the CEO of BlackRock, the world’s largest asset manager, argued in 2020 that, “… a company cannot achieve long-term profits without embracing … the needs of a broad range of stakeholders,” such as customers, employees, suppliers, and the communities where the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG
Tagged Antitrust, Corporate Social Responsibility, ESG, Stakeholders
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Congress Legislative Developments—Potential Delisting of Foreign Companies from U.S. Securities Exchanges
On May 20, 2020, the U.S. Senate passed S. 945, the Holding Foreign Companies Accountable Act, by unanimous consent. The key effect of S. 945 is that it prohibits certain companies from listing and trading their securities on any U.S. securities exchanges or through any other method regulated by the U.S. Securities and Exchange Commission […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, China, External auditors, Foreign firms, International governance, PCAOB, Securities regulation
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Compensation Impacts of COVID-19 on Performance-Based Incentive Awards
The coronavirus disease 2019 (“COVID-19”) outbreak continues to impose significant and unprecedented economic harm and uncertainty for companies across numerous sectors. As companies continue to evaluate the impact of the pandemic on stock market volatility and company performance, an important issue to be addressed from both a private and public company perspective is how to […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Performance measures, Section 162(m)
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Sharpening the Tools at Hand: New Rulings Provide Sensible Balance to Section 220 Litigation
Section 220 of the General Corporation Law of the State of Delaware is the statute allowing shareholders of a Delaware corporation to seek books and records for various purposes, including to investigate potential corporate wrongdoing, among other things. When properly utilized, stockholder use of the Section 220 remedy should help avoid litigation where corporate records […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Delaware cases, Delaware law, DGCL Section 220, Discovery, Misconduct, Shareholder suits
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The Forum Attracts Numerous Citations from Academics and Practitioners
Posts published by the Harvard Law School Forum on Corporate Governance have had considerable influence on the discourse and literature in the field of corporate governance, as measured by citations of Forum posts. Since the Forum was established in 2006, Forum posts have been cited more than 1400 times, and such citations have appeared in […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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Finding the Proper Balance of Legal and Consulting Advice for Compensation Committees
Takeaways Executive compensation counsel taking minutes of compensation committee meetings and working with the compensation consultant to make sure the meetings go smoothly with informed decisions translates into a better proxy and a winning say-on-pay vote. Equity plan proposals are more likely to win shareholder approval and less likely to attract proxy trolls when executive […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Bonuses, Compensation committees, Compensation disclosure, Executive Compensation, Form 8-K, Incentives, Management, Pay for performance, Say on pay
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Corporate Governance Update: EESG and the COVID-19 Crisis
The COVID-19 pandemic has caused a societal crisis of far-reaching implications. For the moment, employee, environmental, social and governance (EESG) concerns may appear to have taken a back seat to economic survival, but in the longer term, a robust corporate response will require firms to re-evaluate their priorities. Once the economic recovery has begun in […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Financial Crisis, Practitioner Publications, Securities Regulation
Tagged COVID-19, Disclosure, ESG, Executive Compensation, Financial crisis, SEC, Securities regulation, Stakeholders, Systemic risk
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