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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
Revisiting the Board’s Oversight Role After In re: Boeing Co.
Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors and management must continue to pay to climate change and its potential impact on business operations and the risks faced by companies across all sectors of […]
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Posted in Accounting & Disclosure, Court Cases, ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boeing, Caremark, Corporate liability, Delaware cases, Delaware law, ESG, Liability standards, Misconduct, Securities litigation, Shareholder suits
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The Modern State and the Rise of the Business Corporation
The two great institutions of modernity are the corporation and the state. Together, these twin behemoths account for much of the bureaucracy, market-based exchange, impersonal social interaction, centralized power, and formal equality that characterize the experience of modern life. In a new paper forthcoming in the Yale Law Journal, we ask why these two institutions […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate forms, Corporate liability, Legal history, Legal systems
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How Universal Proxy Card Notices Work
Like all good and sound SEC regulations, the one on Universal Proxy Cards (UPC) calls for some new notices—to shareholders, from the company, among activist investors, to the SEC, etc. etc. The new UPC rule has some novel notice requirements for activists. Others are similar to existing notice processes. Complying with these should be straightforward. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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ESG Task Force “Lifts the Vale” on Its Scrutiny of ESG Disclosures
Since early 2021, the SEC has emphasized that ESG-related issues are important to investors and a key SEC disclosure and enforcement priority. Although the agency’s heightened focus on these issues led to the recent proposal for new climate disclosures, the SEC also has made clear that it would seek to bring cases under existing law and not […]
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Posted in Accounting & Disclosure, Court Cases, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Brazil, Corporate crime, Corporate fraud, Disclosure, ESG, International governance, Misconduct, SEC enforcement, Securities enforcement
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Board Gatekeepers
In September of 2016, news broke that employees at Wells Fargo had been moving customers’ funds into newly created fake accounts—without customer consent—in order to boost their sales figures. For outsiders, the aftermath was shocking; regulators fined Wells Fargo $3 billion and Wells Fargo fired 5,300 employees. But for the board of directors, the now-infamous […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, ESG
Tagged Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Oversight
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Corporate Governance Update: Solving the Board Composition Puzzle
Determining the proper composition of a public company board is a bit like trying to find the solution to a challenging, dynamic puzzle. Once solved, the puzzle updates to a slightly different configuration that then requires a new answer. With a limited number of board seats to fill, nominating committees must identify director candidates who […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, California, Director qualifications, Diversity, ESG, State law
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Transparency Paves the Road to Net Zero
Key Takeaways Transparency is the foundation of a successful Net Zero transition. Given heightened concerns about what has been described as ”the climate emergency,” transparency about where actors stand on climate issues is crucial. Companies and financial institutions alike need to disclose medium-term action so it can be scrutinised, allowing for the identification of gaps […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, International governance, Sustainability, Transparency
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Board Gender Diversity
To understand market-specific challenges and equip companies with best practices for diversifying boards, we recently conducted an engagement campaign with portfolio companies in markets that have relatively high or low representation of women directors compared to their economic and regional peers. What follows are insights and best practices identified in these engagements. Key Takeaways Through […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, International Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Boards of Directors, Director qualifications, Diversity, ESG, International governance
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Top Three ESG Legal Issues to Watch in 2022
Governments, regulators, non-governmental organizations, the private sector and other important stakeholders worldwide continued to emphasize ESG issues in 2021. The energy sector was no exception to this trend as companies and investors were confronted with a host of ESG issues including the transition to a net-zero economy, evolving emissions reporting requirements and a growing focus […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Greenwashing, International governance, SEC rulemaking, Securities regulation, Sustainability
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2021 Climate & Voting Review and Global Trends
Key Takeaways In 2021 as in 2020, the majority of environmental and social-related shareholder proposals around the world were related to climate change and/or climate lobbying. More than half of the climate-related proposals were seen in the financial sector, the oil & gas sector, and the mining sector. Climate related shareholder proposals were seen in […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, ESG, Institutional Investors, Risk, Say on climate, Shareholder proposals, Shareholder voting, Stakeholders
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