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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
Institutional Investors’ Overboarding Policies for Directors
Over the past several years, large institutional investors have addressed their growing concerns about the demands of board service by adopting or strengthening policies on a director’s total number of board commitments. This trend has resulted in significant declines in vote support for some directors considered “overboarded” according to these new or tightened guidelines. In […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board performance, Boards of Directors, ESG, Index funds, Institutional Investors, Overboarding, Proxy advisors
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Executive Compensation Considerations in PIPE Transactions
As companies seek to shore up their balance sheets, we expect to see an increase in private investments in public companies (often referred to as “PIPEs”). This post outlines key issues with respect to executive compensation arrangements that may arise in connection with PIPE transactions. Review Applicable Change of Control Provisions. Parties to a PIPE […]
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Posted in Corporate Elections & Voting, Executive Compensation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Change in control, Executive Compensation, Mergers & acquisitions, PIPE, Private equity, Public firms, Shareholder voting, Taxation
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Stakeholder Principles in the COVID Era
The business community’s contribution: to be leaders of responsiveness and stewards of resilience As business leaders, we are experiencing how profoundly the COVID-19 emergency is affecting the world. Our employees face health risks in their daily lives, and challenges in performing their jobs. Our ecosystem of suppliers and customers is under extreme pressure. By doing […]
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Posted in Corporate Social Responsibility, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, COVID-19, ESG, International governance, Long-Term value, Stakeholders, Sustainability
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Statement on Emerging Market Investments Disclosure and Financial Reporting Risks
The PCAOB’s Inability to Inspect Audit Work Papers in China Continues Introduction Over the past several decades, the portfolios of U.S. investors have become increasingly exposed to companies that are based in emerging markets or that otherwise have significant operations in emerging markets. This exposure includes investments in both U.S. issuers and foreign private issuers […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audits, China, Disclosure, Emerging markets, Financial reporting, International governance, Investor protection, Risk, Securities enforcement, Securities regulation
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COVID-19 and Corporate Governance: Key Issues for Public Company Directors
For almost all U.S. public companies, COVID-19 has created unique and very profound challenges. For the board of directors, which is charged with overseeing the short-term and long-term health of the corporation and its business prospects, navigating the COVID-19 crisis requires careful consideration of a range of issues under these unprecedented circumstances. This post outlines […]
Click here to read the complete postCodetermination: A Poor Fit for U.S. Corporations
The idea that corporations should be managed primarily in the best interest of shareholders has long had its critics. However, the practical relevance of that debate has remained limited for decades. As long as shareholders retain the right to select corporate managers, corporations will ultimately be managed in their interest. Moreover, there is little reason […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation
Tagged Accountability, Accountable Capitalism Act, Board monitoring, Board oversight, Board performance, Boards of Directors, Codetermination, Corporate culture, Germany, International governance, Shareholder value, Stakeholders
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Impact of COVID-19 on Executive and Director Compensation
As the COVID-19 pandemic and stay at home orders continue to change the way we live, work, and spend, corporations have been forced to continue evolving in response. Without an obvious rebound in consumer spending in sight, workforce reductions and furloughs are an unfortunate but necessary tactic to help companies weather the drought. The impacts […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Director compensation, Equity-based compensation, Executive Compensation, Incentives, Pay for performance
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2020 Proxy Season Preview
Companies recognize the importance of environmental and social (E&S) factors and are giving consideration to a broader group of stakeholders to help mitigate risk. However, new regulations bring uncertainty to the future of environmental, social and governance (ESG) proposals. The rapid spread of the coronavirus is roiling global markets and testing companies’ abilities to handle […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Diversity, Environmental disclosure, ESG, Executive Compensation, Investor horizons, Long-Term value, Proxy season, Risk management, SEC, Securities regulation, Shareholder proposals, Stakeholders, Sustainability, Transparency
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