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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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COVID-19: Due Diligence Considerations for M&A Transactions
Buyers in M&A transactions should consider a number of due diligence items in response to COVID-19 and the governmental response thereto. As parties pursue mergers and acquisitions transactions during, and in the wake of, the COVID-19 pandemic, both buyers and targets should consider a number of factors from a due diligence perspective, including the impact […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Compliance and disclosure interpretation, COVID-19, Due diligence, Labor markets, Mergers & acquisitions
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Director Compensation Practices in the Russell 3000 and S&P 500: 2020 Edition
At its core, the director role is primarily one of stewardship rather than execution. While “pay for performance” has become a mantra for executive compensation in the last decade, the concept does not extend in the same way to director pay. Rather, director pay structures are oriented toward compensating for time commitments and leadership. Retainers […]
Click here to read the complete postESG in the Mainstream: Sell-Side Analysts Addressing ESG Concerns
S&P Global, Northern Trust and T. Rowe Price recently announced the expansion of their ESG analytics offerings: S&P Global has launched its proprietary S&P Global ESG Scores which covers more than 7,300 companies; Northern Trust has launched its ESG Analytics Summary which provides investors with snapshots of their portfolio’s ESG performance; and T. Rowe Price […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Stewardship, Sustainability
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Weekly Roundup: May 22–28, 2020
Statement by Commissioner Lee on Financial Disclosures About Acquired and Disposed Businesses Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Friday, May 22, 2020 Tags: COVID-19, Disclosure, Financial reporting, Mergers & acquisitions, Reporting regulation, SEC, SEC rulemaking, Securities regulation, Transparency Remarks by Commissioner Peirce at Meeting of the SEC Investor Advisory Committee Posted by Hester Peirce, U.S. Securities and Exchange Commission, on Friday, […]
Click here to read the complete postOpening Remarks by Chairman Clayton at the Meeting of the Asset Management Advisory Committee
Thank you, Ed [Bernard]. I would like to welcome everyone to the second meeting of the Commission’s Asset Management Advisory Committee. I am glad that the Committee is able to meet virtually today. Thank you to everyone participating, including Commissioners Peirce and Lee; our panelists; and the members of the Committee. I would like to […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, COVID-19, ESG, Institutional Investors, Investment advisers, Investor protection, Securities regulation
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Recommendation from the Investor-as-Owner Subcommittee of the SEC Investor Advisory Committee Relating to ESG Disclosure
For close to 50 years, the SEC has periodically contemplated whether ESG disclosures are material and should be incorporated into its integrated disclosure regime for SEC registered Issuers. This recommendation asserts that the time has come for the SEC to address this issue. Addressing ESG disclosure now will (a) provide investors with the material, comparable, […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Institutional Investors, Materiality, Securities regulation, Stakeholders, Sustainability
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