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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
An Early Look at the 2022 Proxy Season
Introduction An early examination of 2022 proxy season voting statistics yields a number of notable observations: We have seen several types of proposals that attracted majority support for the first-time this season, including shareholder proposals addressing racial equity and civil rights audits, sexual harassment concerns and gender pay equity.
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, ESG, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Sustainability
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Corporate Greenhouse Gas Disclosures
On March 21, 2022, the SEC proposed a rule that would make corporate greenhouse gas (GHG) emissions reporting mandatory. The rule would require nearly all public companies to report their GHG emissions, even if those emissions were not in themselves material to investors. In doing so, the SEC has rejected the Sustainability Accounting Standards Board […]
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Posted in Academic Research, Empirical Research, ESG, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Impeding a Whistleblower’s Ability to Communicate with the SEC
Most likely, what comes to mind when you think about companies’ impeding the ability of a whistleblower to communicate with the SEC are allegations of overly ambitious confidentiality provisions in employment agreements or company policies. Not so in this case. In April, the SEC issued an Order in connection with a settled action charging David […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers
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“Defense Stocks” Highlight Challenges in Navigating Sustainability Taxonomies
It is hardly news that ESG investing is a significant aspect of the asset management industry. According to Barron’s, $400 billion was invested in U.S. mutual funds and assets that have an ESG orientation in 2021. However, it remains a challenge for issuers, asset managers, regulators and other industry participants to determine whether a particular […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, ESG, EU, Europe, Greenwashing, Institutional Investors, International governance, Stakeholders, Sustainability
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What is the Law’s Role in a Recession?
The last two years have seen astonishing changes to how public institutions manage the economy in the United States and other developed countries. Like so many recent changes, this began in March 2020, when the world faced not only a public health emergency but also one of the most profound shocks to the global economy […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Central banking, COVID-19, Financial crisis, Financial regulation, Legal systems, Liquidity, Monetary policy, Systemic risk
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Fortune 500 General Counsel Report
High turnover & an acceleration of seasoned diverse appointments amid an intense business environment In 2021, 59 Fortune 500 companies appointed new General Counsels. Russell Reynolds Associates wanted to study what differentiates those 59 new hires from past appointees. To do so, RRA captured the route to the top of General Counsels in the Fortune […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Diversity, General counsel, Inside counsel, Management, Oversight
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When It Comes to Board Diversity, Regulation Helps But Is No “Silver Bullet”
With more attention to diversity in society, boardrooms are no exception. How to advance diversity, equity, and inclusion on boards is no one-size-fits all approach; however, with increasing attention to this issue, regulations in specific states have attempted to push diversity forward. What is next for advancing board diversity, equity, and inclusion is not set […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Director qualifications, Diversity, ESG, State law
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Decentralized Governance and the Lessons of Corporate Governance
While recent gyrations in cryptoasset markets have focused attention on the future contours of stablecoins, market-making, and impending regulation, another feature of the blockchain landscape is also confronting noteworthy challenges. Specifically, a new breed of business organization has emerged that is defined by its rejection of the centralized, traditional governance structures at the heart of […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Blockchain, Cryptocurrency, Cybersecurity, Financial technology, Innovation, Shareholder voting
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CEO Pay Proposals Face Growing Investor Disapproval
Key Takeaways Investors rejected CEO compensation proposals through Say-on-Pay votes at a record rate in the 2021 proxy season, even though pay remained flat in FY2020 Proxies filed through early May indicate a strong increase in CEO pay for FY2021 CEO pay proposal support continues to decline in S&P 500 universe For many companies, 2021 […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, Management, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder voting
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The SEC’s Cyber Disclosures
This post is based on a comment letter on the SEC’s cyber disclosures submitted jointly by me, Shiva Rajgopal, and my co-author, Alex Sharpe. I chair both the Cybersecurity and Board Director programs for Columbia Business School, entitled Leading Cybersecurity at Your Organization and Corporate Governance Program: Developing Exceptional Board Leaders respectively. Alex Sharpe is […]
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