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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
Can Investors Time Their Exposure to Private Equity?
Private equity markets are highly cyclical. The aggregate amount of capital committed to the sector varies substantially from peak to trough, and many have observed that periods of high fundraising activity are followed by periods of low absolute performance for the asset class (see Harris, Jenkinson, and Kaplan, among others). This raises an important question: […]
Click here to read the complete postThe Impact of COVID-19 on Executive Compensation
Businesses of all sizes in every sector of the economy are feeling the impact of COVID-19 to one degree or another. The initial economic impact COVID-19 (outside of the immediate local effects in China) was focused on multi-national corporations with large operations or supply chains in China, but the expanded reach of the disease and […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Executive Compensation, Incentives, Market reaction, Pay for performance, Shocks
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Weekly Roundup: March 20-26, 2020
Virtual Annual Meetings and Coronavirus Posted by Michael Albano, Sandra Flow, and Francesca Odell, Cleary Gottlieb Steen & Hamilton LLP, on Friday, March 20, 2020 Tags: COVID-19, Engagement, Proxy advisors, Proxy voting, Risk, Shareholder meetings, State law, Virtual meetings Human Capital Management Disclosure Posted by Doreen Lilienfeld and Max Bradley, Shearman & Sterling LLP, on Friday, March 20, 2020 Tags: Compensation disclosure, Compensation ratios, Disclosure, Human capital, Regulation S-K, SEC, Securities regulation, Stakeholders, Whistleblowers […]
Click here to read the complete post2020 U.S. Climate Proxy Voting Guidelines
Introduction Many investors, companies, policymakers, and other stakeholders increasingly recognize that the environmental threats of climate change pose significant economic and business risks. Following the 2015 Paris Agreement, most governments are now committed to curb carbon emissions to avoid average global warming of more than 2 degrees Celsius compared to pre-industrial levels. Climate change is […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Audit committee, Audits, Climate change, Environmental disclosure, ESG, Proxy season, Proxy voting, Shareholder proposals, Sustainability
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Kill Zone
There is a growing worry that digital platforms (multi-sided markets that offer digital services to customers, often for free, in exchange for data) might be gaining market power, distorting competition, and slowing innovation. A specific concern is that such platforms might acquire any potential competitors, dissuading others from entering, and thus preventing innovation from serving […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisitions, Innovation, Mergers & acquisitions, Social media, Social networks, Tech companies
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Worldwide Regulatory Response to Short Selling Following COVID-19 Market Crisis
In the past month, in addition to its human impact, fallout from the COVID-19 pandemic and the oil shock have wreaked havoc on the global economy and financial markets; the S&P 500 is on track for its worst month since 1987, market-wide circuit breakers have been triggered twice in three days, volatility has spiked, and […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged ESMA, International governance, Securities regulation, Shocks, Short sales
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Institutional Investor Survey 2020
This is the fifth consecutive year that we have conducted a global institutional investor survey and reported the findings and our observations. In this publication we focus on the ESG risks and opportunities that investors factor into their investment decisions with our report exploring these themes in greater detail. As anticipated, it was clear that […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Disclosure, Engagement, ESG, Executive Compensation, Institutional Investors, SASB, Shareholder voting, Surveys, Sustainability
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Skye Mineral: Minority Investor “Blocking Rights” and Actual Control
In Skye Mineral Investors, LLC v. DXS Capital (U.S.) Limited (Feb. 24, 2020), the Delaware Court of Chancery found, at the pleading stage, that it was reasonably conceivable that the two key minority members of Skye Mineral Partners, LLC (“SMP”) had breached their fiduciary duties to SMP and the other members by intentionally using the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate forms, Delaware cases, Delaware law, Fiduciary duties, LLCs, Management, Securities litigation
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Shareholder Proposals 2019—ESG No-Action Letter Trends and Strategies
Shareholder proposals relating to ESG matters are frequent targets for exclusion by companies, and based upon a survey of the no-action letters submitted during the 2019 proxy season, this trend continues. Over 40% of the no-action letters we reviewed for the 2019 proxy season related to a variety of ESG matters, and the arguments and […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, ESG, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, SLB 14J
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